EXHIBIT 10.46


         Pursuant to 17 CFR 240.24b-2, confidential information has been
       omitted in places marked "[***]" and has been filed separately with
        the Securities and Exchange Commission pursuant to a Confidential
                Treatment Application filed with the Commission.




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                         AGREEMENT FOR THE LAUNCHING
                             INTO GEOSTATIONARY
                               TRANSFER ORBIT
                        OF THE TERRESTAR-1 SATELLITE
                                     AND
                         OF TWO OPTIONAL SATELLITES
                                     BY
                          AN ARIANE LAUNCH VEHICLE

------------------------------------------------------------------------------




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                            LAUNCH SERVICES AGREEMENT
                            -------------------------



This Launch Services Agreement is entered into

BY AND BETWEEN



TerreStar Networks, Inc., hereinafter referred to as "CUSTOMER", a company duly
organized and validly existing under the laws of the State of Delaware, with
principal offices located at One Discovery Square, 12010 Sunset Hills Road,
Suite 600, Reston, VA 20190, USA


                                                                 On the one hand



AND

ARIANESPACE, a company organized under the laws of France with principal offices
located at Boulevard de l'Europe, 91006 Evry-Courcouronnes, France, hereinafter
referred to as "ARIANESPACE",



                                                               On the other hand




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                                                                          Page 3




WHEREAS         CUSTOMER has approached ARIANESPACE with a view to launching the
                TerreStar Satellites using an ARIANE Launch Vehicle, and



WHEREAS         ARIANESPACE has proposed to CUSTOMER either a dedicated Launch,
                i.e., a launch by an ARIANE Launch Vehicle the only payload of
                which is CUSTOMER's Satellite, or a shared Launch, i.e., a
                Launch by an ARIANE Launch Vehicle the payload of which is made
                up at the same time of CUSTOMER's Satellite and the satellite(s)
                of Third Party Customer(s) of ARIANESPACE, and



WHEREAS         CUSTOMER has selected a dedicated Launch being acknowledged that
                ARIANESPACE shall have the possibility to integrate to the
                Launch Vehicle (an) Auxiliary Payload(s) subject to CUSTOMER
                prior approval.



WHEREAS         CUSTOMER and ARIANESPACE, aware of the constraints involved in
                any Launch operation and of the complex nature of the
                technologies involved, have reached an agreement in accordance
                with the terms and conditions set forth herein,



                    NOW, THEREFORE, IT IS AGREED AS FOLLOWS:




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                                    CONTENTS

                                     PART I

                              TERMS AND CONDITIONS
<TABLE>
<CAPTION>
                                                                                      Pages
                                                                                      -----
<S>       <C>                                                                          <C>
ARTICLE   1  -  DEFINITIONS.............................................................7

ARTICLE   2  -  SUBJECT OF THE AGREEMENT.............................................. 12

ARTICLE   3  -  CONTRACTUAL DOCUMENTS................................................. 13

ARTICLE   4  -  ARIANESPACE'S SERVICES................................................ 14

ARTICLE   5  -  CUSTOMER'S TECHNICAL COMMITMENTS...................................... 18

ARTICLE   6  -  LAUNCH SCHEDULE....................................................... 19

ARTICLE   7  -  COORDINATION BETWEEN ARIANESPACE AND CUSTOMER......................... 21

ARTICLE   8  -  REMUNERATION.......................................................... 22

ARTICLE   9  -  PRICE ESCALATION FORMULA.............................................. 24

ARTICLE   10  - PAYMENT FOR SERVICES.................................................. 25

ARTICLE   11  - LAUNCH POSTPONEMENTS.................................................. 29

ARTICLE   12  - RIGHT OF OWNERSHIP AND CUSTODY........................................ 32

ARTICLE   13  - REPLACEMENT LAUNCH.................................................... 33

ARTICLE   14  - ALLOCATION OF POTENTIAL LIABILITIES AND RISKS......................... 35

ARTICLE   15  - INSURANCE............................................................. 39

ARTICLE   16  - OWNERSHIP OF DOCUMENTS AND WRITTEN INFORMATION
                CONFIDENTIALITY/PUBLIC STATEMENTS..................................... 41

ARTICLE   17  - PERMITS AND AUTHORIZATIONS - GROUND STATIONS.......................... 43

ARTICLE   18  - TERMINATION BY CUSTOMER............................................... 45

ARTICLE   19  - TERMINATION BY ARIANESPACE............................................ 48

ARTICLE   20  - MISCELLANEOUS......................................................... 49

ARTICLE   21  - APPLICABLE LAW........................................................ 52
</TABLE>


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<TABLE>
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<S>       <C>                                                                          <C>
ARTICLE   22  - ARBITRATION........................................................... 53

ARTICLE   23  - EFFECTIVE DATE........................................................ 54
</TABLE>

                                     PART II

                                  A N N E X E S






ANNEX 1   Part 1  LAUNCH SPECIFICATIONS

          Part 2  ARIANESPACE TECHNICAL COMMITMENTS

          Part 3  CUSTOMER'S TECHNICAL COMMITMENTS

          Part 4  DOCUMENTATION AND REVIEWS

          Part 5  GENERAL RANGE SUPPORT (GRS) AND OPTIONAL SERVICES

ANNEX 2   ESA - ARIANESPACE CONVENTION (EXTRACT)






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                                    P A R T I



                       T E R M S A N D C O N D I T I O N S






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ARTICLE   1  -  DEFINITIONS


In this Agreement capitalized terms shall have the meanings set forth in this
Article:

"Agreement" means this Agreement as defined in Article 3 hereof.

"Associated Services" means those supplementary launch services specified in
Sub-paragraphs 4.1.2. and 4.1.3. hereof.

"Associates" means any individual or legal entity, whether organized under
public or private law, who or which shall act, directly or indirectly, on behalf
of or at the direction of either Party to this Agreement or on behalf of the
Third Party Customer(s) of ARIANESPACE, to fulfill the obligation undertaken by
such Party pursuant to this Agreement or by the Third Party Customer(s) of
ARIANESPACE including without limitation, any employee, officer, agent,
consultant of either Party, and of the Third Party Customer(s) of ARIANESPACE,
and their respective contractors, subcontractors and suppliers at any tier.

For the purpose of the definitions of Associate and Third Party and Article 14:

a)      any individual or legal entity governed by private or public law that
        has directed ARIANESPACE to proceed with the Launch or has any interest
        in the Launch, including without limitation, a legal interest in the
        Launch Vehicle shall be deemed to be an Associate of ARIANESPACE

b)      any individual or legal entity governed by private or public law that
        has directed CUSTOMER to proceed with the Launch, or has any interest in
        the Satellite to be launched, including without limitation, insurers,
        any person or entity to whom CUSTOMER has sold or leased, directly or
        indirectly, or otherwise agreed to provide any portion of the Satellite
        or the Satellite services (and their respective contractors,
        subcontractors and suppliers at any tier) shall be deemed to be an
        Associate of CUSTOMER;

c)      any individual or legal entity governed by private or public law, that
        has directed the Third Party Customer(s) of ARIANESPACE to proceed with
        the launch, or has any interest in the satellite(s) of the Third Party
        Customer(s) to be launched, including without limitation, insurers, any
        person or entity to whom the Third Party Customer(s) has sold or leased,
        directly or indirectly, or otherwise agreed to provide any portion of
        the satellite(s) or satellite(s) service shall be deemed to be an
        Associate of Third Party Customer(s) of ARIANESPACE.

"Auxiliary Payload(s)" means (a) micro (mass<120 kg) or mini (mass<300 kg)
satellite(s) belonging to (a) Third Party(ies) Customer(s) of ARIANESPACE, that
is compatible with the Launch Vehicle used for the Launching of the Satellite,
the Launch Mission and the Satellite Mission, which will be integrated on the
Launch Vehicle subject to CUSTOMER prior written approval, which may be given or
withheld in CUSTOMER's sole discretion.

"Base Rate" means the prime rate [***] for any amount expressed in U.S. dollars,
or the THREE (3) month EURIBOR [***] for any amount expressed in EUROS.

"Commercial Insurance Market" means the providers of insurance or reinsurance
for first party space-related risks on a regular basis that are not affiliated
with or controlled directly or indirectly by CUSTOMER or ARIANESPACE.

"Deviation" means non-compliance with the specifications included in the D.C.I.
(Document de Controle des Interfaces / Interface Control Document, including its
reference documents, applicable documents and annexes) with respect to :


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a)      the performance of the various systems of the Launch Vehicle; and/or the
        environmental conditions to which the Satellite was subjected during the
        period from the instant when the Launch occurred until the instant when
        the activation of either the propulsion and/or orientation systems of
        the Satellite should have occurred; and/or

b)      the behavior of the Auxiliary Payload(s) of a Third Party Customer(s) of
        ARIANESPACE from the instant when the Launch occurred until the earlier
        of the following :

          -     the instant when the propulsion and/or orientation systems of
                the Auxiliary Payload(s) of the Third Party Customer(s) of
                ARIANESPACE are activated, or

          -     the instant when the activation of either the propulsion and/or
                orientation systems of the Satellite should have occurred.

"Events of Force Majeure" means events which are limited to acts of God, war,
acts of any government in its sovereign capacity (including without limitation
events related to US export control licensing), nuclear events, and other
comparable events, which cause a failure to perform hereunder, and which in
every case are beyond the reasonable control and without the fault or negligence
of the Parties or their contractors or subcontractors.

"Firm Launch" means the Launch Services firmly ordered by the CUSTOMER for the
Launch of TerreStar-1 Satellite when signing this Agreement, to the exclusion of
any Reflight, or Replacement or Firm Optional Launches.

"Launch Option(s)" means the ability for CUSTOMER to activate two Firm Optional
Launches in accordance with this Agreement for the Launch of two additional
Satellites.

"Firm Optional Launch(es)" means Launch Services ordered by CUSTOMER from
ARIANESPACE in the event of activation of the Launch Option(s) in accordance
with Paragraph 4.8 of Article 4 of this Agreement.

"Guarantee Amount" means an amount of [***]% of the price as determined in
Sub-paragraphs 8.1.1 (a) or 8.1.1 (b) as applicable and Sub-paragraph 8.1.2,
converted in EURO ((euro)) using the (euro)/US$ exchange rate prevailing at the
date of receipt by ARIANESPACE of the CUSTOMER's written request to select the
Reflight Option as quoted by the European Central Bank.

"L" means the first day of the most recently agreed Launch Period or Launch Slot
(except as otherwise stipulated in Article 10 of this Agreement).

"Launch or Launching" means the intentional ignition of solid propellant
booster(s) if such event follows ignition of the Vulcain engine of the Launch
Vehicle that has been integrated with the Satellite supplied by CUSTOMER and
with other satellite(s) supplied by (a) Third Party Customer(s) of ARIANESPACE.

"Launch Abort" means the launch operations of the Launch Vehicle that has been
integrated with the Satellite supplied by CUSTOMER and with other satellite(s)
supplied by (a) Third Party Customer(s) of ARIANESPACE with subsequent ignition
of the Vulcain engine without the Launch occurring.

"Launch Base" means the ARIANE launch base in Kourou, French Guiana, including
all its facilities and equipment.

"Launch Day or Day" means a calendar day (established for the Launch pursuant to
this Agreement) within the Launch Slot during which the Launch Window is open.

"Launch Failure" means :


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a)      that the Satellite is destroyed or lost during the period extending from
        the instant when the Launch occurred and the instant when the Satellite
        is separated from the Launch Vehicle, or if such Satellite cannot be
        separated from the Launch Vehicle; or

b)      the occurrence due to a Deviation of a reduction, expressed as a
        percentage, of more than LFF of the operational capability of the
        Satellite for CUSTOMER's intended communication purposes, using
        reasonable business judgment.

        Where LFF is the percentage specified in the insurance policy procured
        by CUSTOMER on the Commercial Insurance Market to define a constructive
        total loss providing for the payment of the full amount of insurance
        with application of the determination mode of the degradation factor as
        provided for in part (ii) of the definition of the term >>Loss Quantum
        >>.

        If CUSTOMER does not procure any insurance policy on the Commercial
        Insurance Market, the constructive total loss percentage prevailing on
        the Commercial Insurance Market at L minus (-) THREE months based on
        ARIANESPACE and CUSTOMER insurance Brokers written statement shall
        apply.

"Launch Opportunity" means the availability to CUSTOMER of a Satellite position
within a Launch Period or Launch Slot for a Launch on a Launch Vehicle that is
compatible with that of CUSTOMER's Satellite in accordance with Part 1 of Annex
1 to this Agreement. Such availability is linked to the time required to
complete the mission analysis studies and to select the Launch Vehicle/Satellite
configuration.

"Launch Period or Period" means [***].

"Launch Rank" means, at a given date, the chronological position of the
Satellite in the order (existing on such date) of the satellites to be launched
by ARIANESPACE fixed by reference to the Launch Period or Launch Slot allocated
to CUSTOMER's Satellite (as the same may from time to time be postponed)
pursuant to the Agreement and by reference to the Launch Period or Launch Slot
allocated to the satellites of other clients of ARIANESPACE (as the same may
from time to time be postponed) pursuant to the agreements between ARIANESPACE
and other clients as shall be consistent with the definitions of Launch Rank as
stated herein.

"Launch Services" means the services to be provided by ARIANESPACE as specified
in (i) Part 2 and Sub-paragraph 1.1 of Part 4 of Annex 1 to this Agreement and
(ii) Paragraph 4.3 hereof.

"Launch Slot or Slot" means [***].

"Launch Term" means, the period defined in Sub-paragraph 6.1 of Article 6 as
applicable to the Firm Launch.

"Launch Time" means the instant, within the Launch Window, that the ignition of
the first stage engine(s) is scheduled to take place, as defined in hours,
minutes and seconds (GMT Universal Time). The initial Launch Time shall commence
immediately upon the opening of the Launch Window.

"Launch Vehicle" means (i) for the Firm Launch, an ARIANE 5-Gs launch vehicle
chosen by ARIANESPACE to perform the Firm Launch or another launch vehicle from
the ARIANE 5 Launch Vehicle family retained by ARIANESPACE in accordance with
the terms of Sub-paragraph 11.2.1.5 of Article 11, and (ii) for the Launch of
the two Firm Optional Launches, an ARIANE 5-ECA launch vehicle chosen by
ARIANESPACE.


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"Launch Vehicle Mission or Launch Mission" means the mission assigned to the
ARIANE Launch Vehicle as defined in Part 1 of Annex 1 to this Agreement.

"Launch Window" means a time period as defined in Sub-paragraph 2.3 of Part 1 of
Annex 1 to this Agreement.

"Loss Quantum" means the degradation factor of the Satellite resulting from the
application of determination mode as mutually agreed in good faith by the
Parties on or prior to L minus (-) THREE (3) months based on a CUSTOMER's
written proposal;

provided, that, if CUSTOMER has taken out, either in insurance or in
reinsurance, on the Commercial Insurance Market for at least EIGHTY PER CENT
(80%) of the amount insured, one or more policy(ies) of launch phase insurance,
the determination mode of the loss quantum provided for in the insurance policy
with the higher cover, as delivered by CUSTOMER to ARIANESPACE on or prior to L
(-) minus THREE (3) months, shall apply. If a different determination mode is
further agreed with the Commercial Insurance Market, for that policy with higher
cover, this new determination mode shall consequently apply; it being understood
that CUSTOMER shall promptly inform ARIANESPACE, and in any event before the
Launch has occurred of any change.

"Partial Failure" means the occurrence due to a Deviation of a reduction of more
than a percentage defined as PFF but not more than LFF of the operational
capability of the Satellite for CUSTOMER's intended communication purposes,
using reasonable business judgment.

Where PFF is TWENTY PERCENT (20%), unless CUSTOMER procures on the Commercial
Insurance Market a policy of launch insurance with consequent application of the
determination mode of the degradation factor as provided for in the definition
of the term "Loss Quantum", in which case PFF shall mean the percentage
specified in that insurance policy to define a partial loss. Said reduction of
the operational capability shall be determined by using the Loss Quantum.

"Party or Parties" means CUSTOMER or ARIANESPACE or both according to the
context in which the term is used.

"Postlaunch Services" means (i) the reports and range services as specified in
Parts 2, 4 and 5 of Annex 1 to this Agreement that are to be provided to
CUSTOMER by ARIANESPACE after the Launch and (ii) the services provided for in
Paragraph 4.3 hereof.

"Reflight" means a Replacement Launch under Paragraph 4.3 of Article 4 of this
Agreement.

"Replacement Launch" means a Launch subject to Article 13 hereof, subsequent to
a previous Launch that, for any reason whatsoever, has not accomplished the
Launch Vehicle Mission or the Satellite Mission.

"Satellite" (referred to as Spacecraft in Annex 1 to this Agreement) means the
spacecraft supplied by CUSTOMER for the Firm Launch (currently known as
"TerreStar-1"), and for the Firm Optional Launches, as may be substituted by
other Satellites in accordance with the terms of this Agreement), that is
compatible with the Launch Vehicle and the Launch Vehicle Mission, and that
meets the specifications set forth in Part 1 of Annex 1 to this Agreement.

"Satellite Mission" means the mission assigned to the Satellite by CUSTOMER
after separation from the Launch Vehicle.

"Services" means any and all services to be provided by ARIANESPACE under this
Agreement.

"Third Party" means any individual or legal entity other than the Parties, Third
Party Customer(s) of ARIANESPACE and the Associates of each of the foregoing.


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"Third Party Customer(s) of ARIANESPACE" means other customer(s) of ARIANESPACE
that use(s) ARIANESPACE's launch services for the launch of the Auxiliary
Payload(s) on the same Launch as CUSTOMER.





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ARTICLE   2  -  SUBJECT OF THE AGREEMENT

The subject of this Agreement is the Launch of the TerreStar-1 Satellite (Firm
Launch), plus two additional Satellites if the related Launch Option(s) is/are
activated by CUSTOMER, supplied by CUSTOMER at the Launch Base for the purpose
of accomplishing the Launch Mission(s) in accordance with the terms and
conditions of this Agreement.





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ARTICLE   3  -  CONTRACTUAL DOCUMENTS



3.1     This Agreement consists of the following documents, which are
        contractually binding between the Parties :

        1)  Terms and Conditions

        2)  Launch Specifications (Part 1 of Annex 1)

        3)  ARIANESPACE Technical Commitments (Part 2 of Annex 1)

        4)  CUSTOMER's Technical Commitments (Part 3 of Annex 1)

        5)  Documentation and reviews (Part 4 of Annex 1)

        6)  General Range Support (GRS) and Optional Services (Part 5 of
            Annex 1)

        7)  ESA-ARIANESPACE Convention (Extract) (Annex 2)



3.2     All of the Agreement documents shall be read so as to be consistent to
        the extent practicable.

        In the event of any inconsistency or discrepancy between the terms and
        conditions and the Annexes, the Terms and Conditions shall prevail over
        the Annexes. There is no order of precedence among the documents 2
        through 6 above inclusive, and Annex 2.



3.3     Annex 1 of this Agreement, as applied to the Firm Optional Launch(es)
        and any Replacement Launch for the Firm Launch shall be revised by the
        parties, acting in good faith, no later than one month after the
        applicable "Decision Date" (as set forth in Paragraph 4.8 hereof) for
        the applicable Firm Optional Launch (or, in the case of a Replacement
        Launch for the Firm Launch, no later than one month following the date
        ARIANESPACE has received CUSTOMER's request for Replacement Launch) so
        as to allow CUSTOMER the full benefit of the increased mass permitted
        thereunder as applied to the Satellite selected by CUSTOMER for the
        applicable Launch for a Launch, taking into account the increased mass,
        of equivalent or better resulting performance than as specified herein,
        for a Satellite with a mass of up to 8200 kg (without adapter), or the
        full capability of the ARIANE 5 Launch Vehicle if greater.


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ARTICLE   4  -  ARIANESPACE' SERVICES



4.1     ARIANESPACE shall, for the Firm Launch and for the Firm Optional
        Launches if the related Launch Option(s) has/have been activated by
        CUSTOMER, perform the Services under this Agreement including :

        4.1.1   Launch Services.

                In the event that the ARIANE 5 launch immediately preceding a
                CUSTOMER's Launch under this Agreement (based on the ARIANESPACE
                manifest at the time of such failure) results in a launch
                failure due to an element of the said ARIANE 5 Launch Vehicle
                which could affect the Launch Vehicle version retained for the
                performance of CUSTOMER Launch, then CUSTOMER shall have the
                right to (i) re-schedule the Launch if such launch is the return
                to flight launch, or, (ii) to require ARIANESPACE to perform
                such Launch using a different configuration of ARIANE 5 Launch
                Vehicle if available; provided however that a launch failure due
                to an element that will not be used for the Launch shall not be
                taken into account for the purpose of this Paragraph. In the
                event that CUSTOMER elects to re-schedule the Launch pursuant to
                this Paragraph 4.1.1, then the new Launch Schedule for such
                Launch shall be determined in accordance with Paragraph
                11.2.1.1. The aggregate duration of postponements resulting from
                such Launch delay of SIX (6) months or less shall be deemed
                postponements by mutual agreement of the Parties and shall not
                be subject to the terms of any of Section 11.2.1.5, 11.3.4, or
                Paragraph 18.3, being further agreed that any resulting
                postponements exceeding that SIX (6) month period shall be
                treated as delays requested by ARIANESPACE in accordance with
                Sub-paragraph 11.3.1.

        4.1.2   Associated Services ordered by CUSTOMER as set forth in this
                Agreement, and as defined in Paragraph 1 ("General Range
                Support") and Paragraph 2 ("Options Ordered by the CUSTOMER") of
                Part 5 of Annex 1 to this Agreement, in accordance with the
                conditions as specified therein.

        4.1.3   Subject to any additional orders of CUSTOMER, one or more of the
                services as set forth in (i) Paragraph 3 ("Additional Options
                Available to the CUSTOMER") of Part 5 of Annex 1 to this
                Agreement, (ii) the latest issue of the User's Manual (M.U.A.)
                in effect on the date of the corresponding order of CUSTOMER, in
                accordance with the then applicable conditions and any other
                services ordered by CUSTOMER and accepted by ARIANESPACE.

4.2     Launch Services, except for Postlaunch Services, shall be deemed to be
        completed by ARIANESPACE when the Launch has taken place. In the event
        that, for any reason whatsoever, a Launch Abort occurs, ARIANESPACE
        shall postpone the Launch in accordance with the conditions set forth in
        Article 11 of this Agreement.

4.3     CUSTOMER shall have the right to exercise the Reflight Option by written
        request received by ARIANESPACE (i) within ONE HUNDRED AND TWENTY (120)
        days following the Effective Date of this Agreement for the Firm Launch,
        and (ii) on the day of activation of the Launch Option for each
        respective Firm Optional Launch.


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        If the CUSTOMER has selected the Reflight option and should the Launch
        Mission results in a:

        4.3.1   Launch Failure, ARIANESPACE shall perform a Reflight on an
                ARIANE 5 family Launch vehicle, in accordance with the
                provisions of this Agreement, provided that no further payment
                by CUSTOMER to ARIANESPACE shall be due for the provision of (i)
                Launch Services for the Launch of a replacement Satellite on
                condition that the maximum mass of such Satellite is equal to
                the mass of the initial Satellite, and (ii) such Associated
                Services as are retained by CUSTOMER as of the date of execution
                of this Agreement, except as provided for in Paragraph 8.2 of
                Article 8 of this Agreement, in case of postponement.

        4.3.2   Partial Failure, ARIANESPACE shall pay to CUSTOMER an amount as
                obtained by multiplying the Guarantee Amount by the Loss Quantum
                if the Launch Mission has resulted in a Partial Failure. The
                resulting amount will be subject to a deductible equal to PFF of
                the Guarantee Amount provided for the launching, in accordance
                with the following formula :

                      (Guarantee Amount x Loss Quantum) minus deductible.

                Notwithstanding the foregoing, if the insurance policy taken out
                by CUSTOMER (i) provides for a deductible higher or lower than
                PFF, such deductible as provided for in the said insurance
                policy shall apply, or (ii) does not provide for a deductible,
                no deductible shall apply.

4.4     Any amount due by ARIANESPACE to CUSTOMER under Paragraph 4.3 above
        shall be paid within the SIXTY (60) day period following the date when
        the Parties have agreed on the occurrence of the Partial Failure and the
        corresponding Loss Quantum, provided CUSTOMER has paid all amounts due
        and payable by it under this Agreement.

4.5     The implementation of Paragraph 4.3 above shall not imply any transfer
        of title to the Satellite to ARIANESPACE. In case of Launch Failure or
        Partial Failure, the rights of ARIANESPACE shall be the same of those of
        any entity(ies) who could cover risks related to the launch of the
        Satellite. Specially and not limitatively, in circumstances where
        salvage can be performed, ARIANESPACE will be entitled to a share in any
        salvage value remaining in any portion of the Satellite for which a
        Reflight, a credit or a payment has been due by ARIANESPACE to CUSTOMER
        and will negotiate the disposition of the Satellite if transfer of title
        has been requested.

4.6     In the event that, after application of Paragraphs 4.3. above due to a
        Launch Failure, the Satellite is placed into commercial operation and/or
        is sold, leased or otherwise transferred, ARIANESPACE shall be entitled
        to a share of any resulting revenues and/or payments, as shall be
        negotiated and agreed upon promptly, taking into account the conditions
        peculiar to such commercial operation, but in no case shall any shared
        amount exceed the Guarantee Amount.

4.7     There shall not be any cover for Launch Failure or Partial Failure and
        consequently the provisions of Paragraph 4.3. of Article 4 hereof shall
        not apply, in any of the following cases :

        4.7.1   If CUSTOMER does not notify in writing ARIANESPACE of any event
                that would entitle CUSTOMER to any right under Paragraph 4.3 of
                Article 4 of this Agreement before the first to occur of any of
                the THREE (3) following events;


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                (i)     the day the Satellite is put into commercial operation,

                (ii)    the SIXTIETH (60th) day following the date of station
                        acquisition of the Satellite,

                (iii)   the NINETIETH (90th) day at zero hour following the date
                        of the Launch.

                Notwithstanding the foregoing, an extension of the periods
                hereabove might be obtained upon request from CUSTOMER if both
                of the following conditions occur:

                (a)     the launching does not conform to the specifications of
                        the D.C.I. and the Satellite reached its final
                        positioning such that it cannot be determined that a
                        Launch Failure or Partial Failure has occurred and;

                (b)     CUSTOMER's request for extension is received before the
                        first of the THREE (3) events specified above.

                In no event shall such extension extend beyond the ONE HUNDRED
                AND EIGHTIETH (180th) day following the date of the Launch.

                and/or

        4.7.2   if the Launch Failure or the Partial Failure is caused by, or
                results from one or more of the following events

                A - War, hostile or warlike action in time of peace or war,
                    including action in hindering, combating or defending
                    against an actual, impending or expected attack by (a) any
                    government or sovereign power (de jure or de facto), or (b)
                    any authority maintaining or using a military, naval or air
                    force, or (c) a military, naval or air force, or (d) any
                    agent of any such government, power, authority or force;

                B   any anti-satellite device, or device employing atomic or
                    nuclear fission and/or fusion, or device employing laser or
                    directed energy beams;

                C   insurrection, strikes, riots, civil commotion, rebellion,
                    revolution, civil war, usurpation or action taken by a
                    government authority in hindering, combating or defending
                    against such an occurrence whether there be a declaration of
                    war or not;

                D   confiscation by order of any government or governmental
                    authority or agent (whether secret or otherwise), or public
                    authority;

                E   nuclear reaction, nuclear radiation, or radioactive
                    contamination of any nature, whether such loss or damage be
                    direct or indirect, except for radiation naturally occurring
                    in the space environment;

                F   willful or intentional acts of CUSTOMER designed to cause
                    loss or failure of the Satellite; provided that this
                    exclusion shall not apply to actions of any employees of the
                    CUSTOMER while acting outside of their authorized
                    responsibilities, or without the knowledge of the CUSTOMER;

                G   electromagnetic or radio frequency interference, except for
                    physical damage to the Satellite resulting from such
                    interference and except for interference naturally occurring
                    in the space environment;

                H   any act of one or more persons, whether or not agents of a
                    sovereign power, for political or terrorist purposes and
                    whether the loss or damage resulting therefrom is accidental
                    or intentional.

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                I   any unlawful seizure or wrongful exercise of control of the
                    Satellite made by any person or persons acting for political
                    or terrorist purposes whether the loss or damage resulting
                    therefrom is accidental or intentional.

4.8     Launch Option(s)

        CUSTOMER shall activate the Launch Options for each of the Firm Optional
        Launches by written notice to ARIANESPACE.

        4.8.1   Should CUSTOMER not activate the Launch Options by:

                (i)  For Launch Option # 1: [***] (the Launch Option #1 Decision
                Date"),

                or,

                (ii) For Launch Option # 2: [***] the Launch Option #2 Decision
                Date",

                Then, ARIANESPACE shall be entitled for each Firm Optional
                Launch so terminated to termination fees as follows:

                a) for Launch Option # 1: ARIANESPACE shall be entitled to a
                termination fee of [***] percent ([***]%) of the Launch Services
                price applicable to the Firm Optional Launch # 1 defined in
                accordance with Sub-paragraph 8.1.1 b,

                b) for Launch Option # 2: ARIANESPACE shall be entitled to a
                termination fee of [***] percent ([***]%) of the Launch Services
                price applicable to the Firm Optional Launch # 2 defined in
                accordance with Sub-paragraph 8.1.1 b,

        4.8.2   For purpose of clarity it is hereby agreed that any termination
                by CUSTOMER of the Firm Optional Launches after the applicable
                Decision Date referred in Sub-paragraph 4.8.1 (i) or (ii) above
                shall be subject to the terms of Paragraph 18.2.1 A) to this
                Agreement.

4.9     ARIANESPACE shall cooperate in good faith with CUSTOMER's efforts to
        obtain and maintain insurance for the Satellite(s) to be launched under
        this Agreement. Such cooperation shall include, without limitation, (i)
        delivering information and data regarding the Launch Vehicle that is
        customarily disclosed to the insurance community to CUSTOMER's actual or
        potential insurers and brokers, (ii) participating in briefings for such
        insurers and brokers, and (iii) responding to reasonable inquiries from
        such insurers and brokers; in each case subject to (1) appropriate
        confidentiality undertaking by CUSTOMER's actual or potential insurers
        and brokers and (2) U.S. and French Export Control Laws.



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ARTICLE   5  -  CUSTOMER'S TECHNICAL COMMITMENTS





5.1     CUSTOMER shall fulfill the Technical Commitments set forth in Parts 1
        and 3 of Annex 1, as the same may be modified in accordance with this
        Agreement, to this Agreement including, without limitation, delivery of
        the Satellite to the Launch Base within the time limits consistent with
        the launch schedule set forth herein.



5.2     Each Party shall promptly notify the other Party in writing of any event
        that may cause a delay in the launch schedule.





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ARTICLE   6  -  LAUNCH SCHEDULE



6.1     The Launch of the Satellite shall take place during the following Launch
        Term and Launch Period:

6.1.1   Firm Launch:

        The Launch of the Firm Launch shall take place during the following
        Launch Term:

                     November 1st 2007 up to July 31st 2008

        The Launch Period within the Launch Term shall be [***].






        For purpose of clarity, it is hereby acknowledged by the Parties that
        [***].



6.1.2   Firm Optional Launches:

        The Launch Periods shall be [***].






6.2     Taking into account available Launch Opportunity(ies), the Launch Slot
        within the Launch Period shall be determined by mutual agreement of the
        Parties no later than EIGHT (8) months prior to the first day of the
        Launch Period.

6.3     Based on a proposal made by ARIANESPACE, by mutual agreement of the
        Parties, the Launch Day within the Launch Slot shall be determined, no
        later than FOUR (4) months prior to the first day of the Launch Slot.

6.4     Based on a proposal made by ARIANESPACE, by mutual agreement of the
        Parties, the Launch Window set forth in Sub-paragraph 2.3 of Part 1 to
        Annex 1 to this Agreement shall be determined no later than the Final
        Mission Analysis Review.


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6.5     In the event that, for any reason whatsoever, the Parties fail to agree
        upon the Launch Slot within the Launch Period, the Launch Day, or the
        Launch Window, ARIANESPACE shall determine said Launch Slot, Launch Day,
        or Launch Window taking into account the available Launch
        Opportunity(ies), and the requirements and interests of CUSTOMER and
        ARIANESPACE.




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ARTICLE   7  -  COORDINATION BETWEEN ARIANESPACE AND CUSTOMER



7.1     CUSTOMER and ARIANESPACE shall each designate a project coordinator
        ("Mission Manager") no later than TWO (2) months after the execution of
        this Agreement.

7.2     The Mission Managers shall supervise and coordinate the performance of
        the Services and the Technical Commitments of the respective Parties
        within the Launch schedule set forth herein.

7.3     Each Mission Manager shall have sufficient powers to be able to settle
        any technical issues that may arise during the performance of this
        Agreement, as well as any day-to-day management issues.

7.4     A Party may replace its Mission Manager by prior written notice to the
        other Party, signed by an authorized official, indicating the effective
        date of designation of the new Mission Manager.




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ARTICLE   8  -    REMUNERATION



8.1     The remuneration of ARIANESPACE for the provision of Launch Services, as
        defined in Sub-paragraphs 4.1.1 and 4.1.2 Article 4, for the Firm Launch
        and the two Firm Optional Launches is a fixed price, as follows:

        8.1.1   a) For the Firm Launch: ONE HUNDRED THIRTY SEVEN MILLION FIVE
                HUNDRED THOUSAND United States Dollars (US$ 137,500,000) for
                TerreStar-1 Satellite with a maximum mass of 6700kg (without
                adaptor), hereinafter the nominal mass.

                b) For the Firm Optional Launches: US$ [***] United States
                Dollars (US$ [***]) for each optional Satellite with a maximum
                mass up to [***] (without adaptor) or the full capability of the
                ARIANE 5 Launch Vehicle if greater, for a Launch to take place
                on or prior to [***]. Should the Launch Period requested by
                CUSTOMER in accordance with Sub-paragraph 6.1.2 of Article 6
                hereof be beyond [***], then the price shall be escalated by
                [***] of percentage per quarter from said date and the first day
                of the initially requested Launch Period.

        8.1.2   The amounts mentioned in the above Sub-paragraphs 8.1.1 a) or
                8.1.1 b) shall be increased by an amount obtained by multiplying
                the amounts set forth by [***] per cent ([***]%), if CUSTOMER
                exercises the Reflight Option.

        8.1.3   The Parties acknowledge and agree that the Satellite maximum
                mass specified in paragraphs 8.1.1 a) and 8.1.1 b) above
                represent the full technical capability and performance of the
                Launch Vehicle to be used for each respective Launch.
                Accordingly, within such technical capability and up to L minus
                8 months of each particular Launch under this Agreement,
                CUSTOMER shall be permitted, at no additional cost other than
                ARIANESPACE's net additional costs (if any) for any
                modifications to the interface design or additional mission
                analysis, to vary the initial mass of the Satellite to be
                Launched.

        8.1.4   Up to L minus 12 months of each particular Launch under this
                Agreement, CUSTOMER shall have the right, exercisable by written
                notice to ARIANESPACE, to substitute for the Launch concerned in
                lieu of the Satellite initially designated by CUSTOMER, a
                different Satellite that is owned by Customer or any permitted
                assignee of Customer under Paragraph 20.5 hereof that is
                compatible with the Launch Vehicle configuration as identified
                in sub clause 3.1.2 of Part 1 "Launch Specifications" of Annex 1
                "Technical Annex" (as the same may be modified, without charge,
                pursuant to Paragraph 3.3 hereof), with a standard geostationary
                transfer orbit mission profile at no additional cost to CUSTOMER
                other than ARIANESPACE's net additional costs (if any) for any
                modifications to the interface design or additional mission
                analyses. It is acknowledged by the Parties if such substitution
                necessitates a delay to the related Launch Schedule, in which


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                case such shall be treated as a postponement requested by
                CUSTOMER in accordance with Sub Paragraph 11.2. of Article 11.
                The CUSTOMER's notice shall provide to ARIANESPACE all
                information concerning the different Satellite chosen
                (manufacturer, type of satellite, and estimated mass range).
                ARIANESPACE shall notify CUSTOMER as soon as possible and in any
                event within 30 days of any request for a Satellite substitution
                if the change will result in any additional charges and delay in
                the Launch schedule and, if so, the particular reasons and basis
                therefore. In such event, CUSTOMER shall have the right within
                15 days of ARIANESPACE's notification of an increase in charge
                or delay (i) to accept ARIANESPACE's proposed increase or delay
                and to authorize ARIANESPACE to go forward, or (ii) to withdraw
                CUSTOMER's request to change the Satellite to be Launched.

8.2     The firm fixed price, if any, for Associated Services assume that the
        related Launch will be performed within calendar year of the Launch
        schedule defined in accordance with Article 6. Should the Launch Period
        or Launch Slot assigned to CUSTOMER under Article 11 of this Agreement
        extend beyond such calendar year as a result of CUSTOMER's
        postponements, the then catalogue price for the relevant year will apply
        to such Associated Services (for which payment is required hereunder)
        that will not have been performed by the date of CUSTOMER request for
        any postponement, and that would have to be performed again as a
        consequence of any CUSTOMER Launch postponement. The yearly increase in
        the price for Associated Services price shall be limited to [***]% per
        year. The same shall apply mutatis mutandis for a Reflight.

8.3     All prices, expenses, and charges set forth in this Agreement shall be
        free from any and all taxes and other duties of any French tax
        authority. ARIANESPACE shall pay any such taxes and duties and defend
        and indemnify CUSTOMER against any claims therefore.

8.4     Wherever in this Agreement, CUSTOMER may be required to reimburse
        ARIANESPACE's costs hereunder, such costs shall be limited to
        ARIANESPACE's reasonable, documented, out of pocket expenses incurred
        for the benefit of CUSTOMER for work beyond that which would have
        otherwise been required of ARIANESPACE hereunder without additional
        charge.



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ARTICLE   9  -    PRICE ESCALATION FORMULA




                                (NOT APPLICABLE)




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ARTICLE   10  -  PAYMENT FOR SERVICES



10.1    Payment of the remuneration under Paragraph 8.1 of Article 8 of this
        Agreement shall be made in accordance with the following payment
        schedule :


        10.1.1  Firm Launch

            -------------------------------------------------------------
                                                Percentage of the
                     DATE                     Launch Services price
                                               referred to in Sub-
                                              paragraph 8.1.1 a) of
                                                Article 8 of this
                                                    Agreement
            -------------------------------------------------------------
            [***](*)                                 [***]%
            [***]                                    [***]%
            [***]                                    [***]%
            [***]                                    [***]%
            [***]                                    [***]%
            [***](**)                                [***]%
            [***](***)[***]                          [***]%
            [***]
            -------------------------------------------------------------

        (*)  [***] means [***].


        (**) [***] means the [***]. The payment due [***] shall be paid in
        accordance with Paragraph 10.3 and 10.4.



        (***) The payment due [***] shall be paid in accordance with Paragraph
        10.3 and 10.4.



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       10.1.2   Firm Optional Launch

        ----------------------------------------------------------------------
                                       Percentage of the Launch Services
                 DATE              price applicable to each particular Firm
                                    Optional Launch as referred to in Sub-
                                    paragraph 8.1.1 b) of Article 8 of this
                                                   Agreement
        ----------------------------------------------------------------------
                 [***]                               [***]%
                 [***]                               [***]%
                 [***]                               [***]%
                 [***]                               [***]%
                 [***]                               [***]%
                 [***]                               [***]%
                 [***]                               [***]%
        ----------------------------------------------------------------------

         Where L is the first day of the initial Launch Period as defined in
         accordance with sub-paragraph 6.1.2 of Article 6, as may be adjusted by
         the aggregate number of postponements requested by ARIANESPACE in
         accordance with Paragraph 11.3 (including postponements requested by
         ARIANESPACE as a result of the occurrence of Events of Force Majeure).


        10.1.3  The price of the Reflight Option shall be paid in accordance
                with the following payment schedule:

        ---------------------------------------------------------------------

                                    Percentage of the price of the Reflight
                DATE                  Option referred to in Sub-paragraph
                                     8.1.2 of Article 8 of this Agreement
        ---------------------------------------------------------------------
        Date of exercise                             [***] %

        [***]                                        [***] %

        ---------------------------------------------------------------------

       Where L is the first day of the initial Launch Period as defined in
       accordance with sub-paragraphs 6.1.1 and 6.1.2, as may be adjusted by the
       aggregate number of postponements requested by ARIANESPACE in accordance
       with Paragraph 11.3 (including postponements requested by ARIANESPACE as
       a result of the occurrence of Events of Force Majeure).


10.2    Payment for Associated Services

        10.2.1  Payment for Associated Services ordered by CUSTOMER under Part 5
                of Annex 1 to this Agreement, for which a firm fixed price has
                been established, shall be due as of the date set forth in said
                Paragraph.

        10.2.2  Payment for Associated Services ordered by CUSTOMER under Part 5
                of Annex 1 to this Agreement, for which no total firm fixed
                price can be determined in advance, shall be due on the date on
                which CUSTOMER terminates use of the relevant Associated
                Services.


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10.3    Terms and Conditions of Payment/ARIANESPACE's Invoices

        10.3.1  Where this Agreement determines a precise payment date, payment
                has to be made at such date or within THIRTY (30) days from
                receipt of ARIANESPACE's corresponding invoice, whichever is
                later, except for the first payment provided this Agreement, for
                which invoice will be presented and paid upon execution of this
                Agreement.



        10.3.2  Where the Agreement does not determine a precise payment date,
                payment has to be made at the date when payment becomes due or
                within thirty (30) days of receipt of ARIANESPACE corresponding
                invoice, whichever is later.

        10.3.3  ARIANESPACE invoices shall be drawn up in three copies (one
                original and two copies) and sent to the same address as
                specified herein for notices to CUSTOMER under Section 20.2, or
                to such other address as CUSTOMER may notify ARIANESPACE in
                writing.

                The method for calculating the amount of each invoice shall be
                shown clearly.

        10.3.4  Payments shall be made to the account(s) designated on the
                relevant invoice by telegraphic bank transfer, without charge to
                ARIANESPACE, with telex notice from the issuing bank to the
                receiving bank. ARIANESPACE shall be responsible for telex
                expenses. The notice shall clearly state the value date to be
                applied and the bank through which the funds will be made
                available to the receiving bank or its correspondent.

                Payment shall be effective as of the date on which the amount of
                the ARIANESPACE invoice is received by ARIANESPACE's bank.

        10.3.5  CUSTOMER's payment(s) shall be in the amount(s) invoiced by
                ARIANESPACE, and shall be made net, free and clear of any and
                all taxes, duties, or withholdings that may be imposed in the
                Country of CUSTOMER and the Country from which they are paid so
                that ARIANESPACE receives each such payment in its entirety as
                if no such tax, duty, or withholding had been made.



10.4    Late Payment

        In the event of late payment, CUSTOMER shall pay ARIANESPACE interest on
        such late payment at the Base Rate plus [***]. The computation of
        interest for late payments shall be based on a year of 360 days.


        In the event that such late payment has not been cured by CUSTOMER
        within fourteen (14) days after written notice to that effect by
        ARIANESPACE, ARIANESPACE shall be entitled to suspend any and all of its
        activities in preparation for the relevant Launch during any such period


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        of non-payment and to reschedule the Launch under Sub-paragraph 11.3.3
        of Article 11 of this Agreement.

        Notwithstanding the above, the Parties hereby agree that the fourteen
        (14) day grace period referred above shall be reduced to five (5) days
        for the payments due at L minus fifteen (15) days and at the Launch Day
        minus one (1) month.



10.5    Waiver of Deferral, Withholding or Set-off

        CUSTOMER irrevocably waives any right to defer, withhold, or set-off by
        counterclaim or other legal or equitable claim, all or any part of any
        payment under this Agreement for any reason whatsoever. All payments due
        under this Agreement shall be made in their entirety and on the dates
        specified in this Agreement.


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ARTICLE   11  -  LAUNCH POSTPONEMENTS



11.1    Each postponement of the Launch Period, the Launch Slot, the Launch Day
        or the Launch Time, for whatever reason, shall, for each particular
        Launch under this Agreement, be governed solely by the terms and
        conditions provided in this Article 11. The Parties hereto expressly
        waive, renounce, and exclude any and all rights and remedies that may
        arise at law or in equity with respect to postponements that are not
        stated in this Article 11 or elsewhere in this Agreement.

11.2    Postponements requested by CUSTOMER

        11.2.1  CUSTOMER shall have the right for any reason whatsoever to
                postpone the Launch Period and, once determined, the Launch Slot
                or the Launch Day. The CUSTOMER's written notice for
                postponement shall indicate the new requested (i) Launch Period,
                or (ii) Launch Slot, or (ii) Launch Day, as the case may be.

                11.2.1.1  If the CUSTOMER's written request relates to a
                          Launch Period or a Launch Slot postponement, as
                          soon as possible and in all events within TWO (2)
                          weeks of receipt of such request, ARIANESPACE
                          shall inform CUSTOMER whether a Launch Opportunity
                          exists within the Launch Period, or within the
                          Launch Slot requested, or will propose a new
                          Launch Period or Launch Slot. CUSTOMER shall have
                          THIRTY (30) days following receipt of
                          ARIANESPACE's proposal to consent thereto in
                          writing.

                11.2.1.2  If the CUSTOMER's written request relates to a
                          Launch Day postponement, the choice of a new
                          Launch Day shall be made by mutual agreement of
                          the Parties, taking into account the technical
                          needs and interests of CUSTOMER, the time
                          necessary for the revalidation of the launch
                          assembly complex consisting of the ARIANE Launch
                          Vehicle, the Launch Base (ELA), and the payload
                          preparation assembly (EPCU), and meteorological
                          forecasts.

                11.2.1.3  Any postponements by CUSTOMER of the Launch Time
                          within the Launch Window may only be requested
                          during the countdown period. In the event that
                          CUSTOMER has requested such postponement and
                          technical reasons, including, without limitation,
                          or meteorological reasons prevent ARIANESPACE from
                          performing the Launch in the Launch Window opening
                          during the Launch Day, the postponement shall be
                          considered to be a postponement of the Launch Day.

                11.2.1.4  Should the Firm Launch be postponed by CUSTOMER
                          beyond July 31st 2008, then ARIANESPACE shall have
                          the right to select any other launch vehicle from
                          the ARIANE 5 Launch Vehicle family that will
                          provide at least the equivalent performance of the
                          ARIANE 5-Gs vehicle.

                11.2.1.5  Notwithstanding the foregoing, in the event that
                          the aggregate duration of all postponements
                          requested by CUSTOMER under Sub-paragraph 11.2 of


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                          Article 11 of this Agreement for a particular
                          Launch under this Agreement should result in
                          CUSTOMER delaying such Launch by [***], the
                          related Launch Services price shall be [***].


                          In the event that the aggregate duration of all
                          postponements requested by CUSTOMER under
                          Sub-paragraph 11.2 of Article 11 of this Agreement
                          for a particular Launch under this Agreement
                          result in CUSTOMER delaying such Launch by more
                          than twenty-four (24) months, the related Launch
                          Services price shall be renegotiated by the
                          Parties on a fair and reasonable basis.



11.3    Launch postponement requested by ARIANESPACE

        11.3.1  ARIANESPACE shall have the right to postpone a Launch, for the
                following reasons :

                11.3.1.1  Postponement of Launch Period and of Launch Slot.

                     a)   ARIANESPACE or its Associates encounter adverse
                          technical problems, including if due to a Force
                          Majeure Event, that prevent the Launch from taking
                          place under satisfactory conditions of safety or
                          reliability.

                     b)   ARIANESPACE is requested to perform replacement
                          launch(es), or to launch scientific satellite(s)
                          whose mission(s) may be degraded in the event of
                          postponement.

                     c)   ARIANESPACE postpones the launch(es) due to
                          postponement(s) by ARIANESPACE of satellite(s)
                          having an earlier Launch Period or Launch Slot
                          than CUSTOMER's Satellite.

                11.3.1.2  Postponement of Launch Day within the Launch Slot
                          and/or Launch Time within the Launch Window.

                     a)   For any of the reasons listed in Sub-paragraph
                          11.3.1.1. a), b) and c) above, and

                     b)   If following its/their integration on the Launch
                          Vehicle, ARIANESPACE has to unload the Auxiliary
                          Payload(s) because of a threat to the Launch Mission
                          or the Satellite Mission.



        11.3.2  The Parties shall determine by mutual agreement a new Launch
                Period and/or a new Launch Slot as near as possible to the
                postponed one in accordance with the following criteria :

                -    possibilities of Launching;

                -    Launch Rank of CUSTOMER's Satellite;

                -    date of signature of this Agreement.


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                The Launch Day and the Launch Window within the new Launch Slot
                shall be determined by ARIANESPACE according to the technical
                constraints of ARIANESPACE and CUSTOMER and both Parties'
                interests.

        11.3.3  Any postponement by ARIANESPACE of the Launch Period, Launch
                Slot, Launch Day, Launch Window, or Launch Time due to
                CUSTOMER's non-fulfillment of its obligations under this
                Agreement making the Launch impossible within the Launch Period,
                Launch Slot, or during Launch Window of the Launch Day, or at
                the Launch Time shall be considered to be requested by CUSTOMER
                in accordance with Paragraph 11.2 above as of the date of
                ARIANESPACE's decision to postpone the Launch.

        11.3.4  Notwithstanding the foregoing, in the absence of termination of
                a related Launch in accordance with Article 18, in the event
                that the aggregate duration of all postponements requested by
                ARIANESPACE under Sub-paragraph 11.3 of Article 11 of this
                Agreement for a particular Launch under this Agreement should
                result in ARIANESPACE delaying such Launch by [***], the related
                Launch Services price shall be [***]. For clarity, whereinsoever
                this Agreement calls for the price to be increased or decreased
                by [***], the calculation shall be based upon [***].



11.4    Any CUSTOMER Launch postponement provided for in Paragraph 11.2 of this
        Article 11 (including for postponements requested by CUSTOMER as a
        result of the occurrence of Events of Force Majeure under circumstances
        where the Force Majeure would not affect ARIANESPACE's ability to
        perform, but for CUSTOMER's inability to timely fulfill its obligations)
        shall not modify the progress payment schedule set forth in Paragraph
        10.1 of Article 10 of this Agreement.




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ARTICLE   12  -  RIGHT OF OWNERSHIP AND CUSTODY



12.1    The obligations of ARIANESPACE under this Agreement are strictly limited
        to the Services, and CUSTOMER acknowledges and agrees that at no time
        shall it have any right of ownership of, any other right in, or title
        to, the property that ARIANESPACE shall use in connection with the
        Launch, or shall place at CUSTOMER's disposal for the purpose of this
        Agreement, including, without limitation, the Launch Vehicle and the
        Launch Base of ARIANESPACE. Said property shall at all times be
        considered to be the sole property of ARIANESPACE.

12.2    ARIANESPACE acknowledges and agrees that at no time shall it have any
        right of ownership, or any other right in, or title to, the property
        that CUSTOMER shall use for the Launch and the interface test(s),
        including, without limitation, the Satellite and all equipment, devices
        and software to be provided by CUSTOMER on the Launch Base in order to
        prepare the Satellite for Launch. Said property shall at all times be
        considered to be the sole property of CUSTOMER.

12.3    At all times during the performance by the Parties of this Agreement,
        each Party shall be deemed to have full custody and possession of its
        own property.




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ARTICLE   13  -  REPLACEMENT LAUNCH



13.1    Terms

        13.1.1  CUSTOMER is entitled to request a Replacement Launch from
                ARIANESPACE in the event that, following the Launch, either the
                Launch Mission or the Satellite Mission has not been
                accomplished for any reason whatsoever. Replacement Launch
                Services are subject to the conditions set forth in this Article
                13. Any and all other rights and remedies of CUSTOMER are
                excluded whatever their nature.

        13.1.2  CUSTOMER shall be entitled to have a Launch Slot for a
                Replacement Launch allocated to it by ARIANESPACE within EIGHT
                (8) months following the month ARIANESPACE has received a
                written request for Replacement Launch. Should CUSTOMER request
                a Launch Period beyond such EIGHT (8) month period, ARIANESPACE
                shall allocate the nearest Launch Opportunity, provided however
                that in no way shall the Launch Period requested by CUSTOMER
                extend beyond the THIRTY SIX (36) month period following the
                date of request for a Replacement Launch.

                Should CUSTOMER requests a Replacement Launch to occur at least
                SIX (6) months after, but within EIGHT (8) months, following the
                month that ARIANESPACE has received written request, ARIANESPACE
                shall allocate the nearest Launch Opportunity to CUSTOMER's
                request, subject to ARIANESPACE's ability using commercially
                reasonable efforts to complete all necessary mission analyses
                and integration activities within the period requested.

        13.1.3  The written request for a Replacement Launch shall be received
                by ARIANESPACE no later than the last day of the second month
                following the month in which the cause of the failure of either
                the Launch Vehicle Mission or the Satellite Mission has been
                established, but in no event later than, in the case of a
                Satellite Mission failure, TWENTY-SEVEN (27) months following
                the date of Launch.

                Notwithstanding the foregoing, if CUSTOMER is entitled to a
                Reflight such written request shall be received by ARIANESPACE
                within the NINETY (90) day period following the date when the
                Parties have agreed that a Launch Failure has occurred.

                The written request for a Replacement Launch shall indicate the
                Launch Period requested by CUSTOMER within one of the periods
                specified in Sub-paragraph 13.1.2 above. It is understood that
                the replacement Satellite and all equipment, devices and
                software to be made available by CUSTOMER on the Launch Base in
                order to make the replacement Satellite ready for Launch shall
                be made available to ARIANESPACE pursuant to the schedule of
                Part 3 of Annex 1 to this Agreement.

        13.1.4  ARIANESPACE shall inform CUSTOMER, within the month following
                receipt of CUSTOMER's request for a Replacement Launch, whether
                or not a Launch Opportunity exists within the requested Launch
                Period and, in any event, shall allocate a Launch Slot to


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                CUSTOMER, the first day of which shall be before the expiration
                of the EIGHT (8) calendar month period specified in
                Sub-paragraph 13.1.2 of Article 13 of this Agreement, if the
                Launch Period requested by CUSTOMER is within that EIGHT (8)
                month period; otherwise ARIANESPACE shall allocate to CUSTOMER
                the nearest existing Launch Opportunity. The date allocated
                shall not begin earlier than the first day of the Launch Period
                requested by CUSTOMER.

        13.1.5  The replacement Satellite shall be in accordance with the
                interface control document (DCI) governing CUSTOMER's Satellite.

                Notwithstanding the foregoing, if CUSTOMER is entitled to a
                Reflight the replacement Satellite may differ from the DCI. In
                such a case the Parties agree to adjust accordingly this
                Agreement, including Annex 1 thereto and ARIANESPACE shall
                allocate to CUSTOMER the nearest Launch Opportunity.



13.2    General Conditions

                Except for a Reflight, the remuneration for the Replacement
                Launch Services on an ARIANE 5 ECA Launch Vehicle in accordance
                with Paragraph 13.1 above, and including, without additional
                charge, costs incurred by ARIANESPACE for modification of
                equipment associated with the Launch Vehicle designated for the
                Replacement Launch, shall be a firm fixed price of [***] United
                States Dollars (US$ [***]), for which Customer shall be entitled
                to Launch Services for a Satellite with a maximum mass of 8200
                kg (without adapter) or the full capability of the ARIANE 5
                Launch Vehicle if greater, including in the case of a
                Replacement Launch for the Firm Launch. This price being
                exclusive of the price of the Launch Risk Guarantee referred in
                Sub-paragraph 4.3 of Article 4.

                For a Replacement Launch intervening after December 31, 2010,
                the price above shall be escalated by [***]% per [***] from said
                date to the first day of the requested Launch Period.

                The payment schedule shall provide for the payment of the entire
                price for Replacement Launch Services prior to said Replacement
                Launch.

                The Replacement Launch, other than a Reflight, shall form the
                subject of a separate launch services agreement substantially in
                the form of this Agreement.


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ARTICLE   14  -  ALLOCATION OF POTENTIAL LIABILITIES AND RISKS


14.1    Allocation of Risks for damage caused by one Party and/or its Associates
        to the Other Party and/or its Associates:

        14.1.1  Due to the particular nature of the Services, the Parties agree
                that any liability of ARIANESPACE or of CUSTOMER arising from
                the defective, late, or non-performance of ARIANESPACE's
                Services and CUSTOMER's technical obligations under this
                Agreement shall, in all circumstances other than willful
                misconduct by such Party, including termination of this
                Agreement or a Launch under this Agreement, be strictly limited
                to the liability expressly provided for in this Agreement.
                Except as provided in this Agreement, the Parties hereto
                expressly waive, renounce, and exclude any and all rights and
                remedies that may arise at law or in equity with respect to the
                Services. The waivers, assumptions and indemnifications of and
                for liability by a Party in this Article 14 shall not act to
                waive any claim for, to assume, or to indemnify the other Party
                and/or its Associates for any liability based on willful or
                intentional misconduct or fraud of the other Party and/or its
                Associates.

        14.1.2  Each Party shall bear any and all loss of or damage to property
                and any bodily injury (including death) and all consequences,
                whether direct or indirect, of such loss, damage or bodily
                injury (including death), and/or of a Launch Mission failure
                and/or of a Satellite Mission failure, which it or its
                Associates may sustain, directly or indirectly, arising out of
                or relating to this Agreement or the performance of this
                Agreement. Each Party irrevocably agrees to a no-fault,
                no-subrogation, inter-party waiver of liability, and waives the
                right to make any claims or to initiate any proceedings whether
                judicial, arbitral, or administrative on account of any such
                loss, damage or bodily injury (including death) and/or Launch
                Mission failure and/or Satellite Mission failure against the
                other Party or that other Party's Associates arising out of or
                relating to this Agreement for any reason whatsoever.

                The provisions above exclude, without limitation, any liability
                of ARIANESPACE or its Associates for any loss or damages to
                CUSTOMER or its Associates, resulting from the intentional
                destruction of the Launch Vehicle and the Satellite in
                furtherance of launch range safety measures.

                Each Party agrees to bear the financial and any other
                consequences of such loss, damage or bodily injury (including
                death) and/or of a Launch Mission failure and/or a Satellite
                Mission failure which it or its Associates may sustain, without
                recourse to the other Party or the other Party's Associates.

        14.1.3  In the event that one or more Associates of a Party shall
                proceed against the other Party and/or that Party's Associates
                as a result of such loss, damage or bodily injury (including
                death) and/or Launch Mission failure and/or Satellite Mission
                failure, the first Party shall indemnify, hold harmless, dispose
                of any claim, and defend, when not contrary to the governing
                rules of procedure, the other Party and/or its Associates, as
                the case may be, from any liability, cost or expense, including
                attorneys' fees, on account of such loss, damage or bodily


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                injury (including death) and/or Launch Mission failure and/or
                Satellite Mission failure, and shall pay all costs and expenses
                and satisfy all judgments and awards which may imposed on or
                rendered against that other Party and or its Associates.

14.2    loss or Damage or Bodily Injury Caused or Sustained by any Third Party
        Customer(s) of ARIANESPACE or its (their) Associates

        14.2.1  Each Party shall bear any and all loss of or damage to property
                and any bodily injury (including death) and all consequences,
                whether direct or indirect, of such loss, damage or bodily
                injury (including death) and/or Launch Mission failure and/or
                Satellite Mission failure, which it or its Associates may
                sustain, that is caused, in any way, by (a) Third Party
                Customer(s) of ARIANESPACE or its (their) Associates, directly
                or indirectly, arising out of or relating to the performance of
                this Agreement and/or the launch services agreement signed by
                ARIANESPACE with such Third Party Customer(s) of ARIANESPACE.

        14.2.2  CUSTOMER hereby irrevocably agrees to a no-fault,
                no-subrogation, inter-party waiver of liability and waives the
                right to make any claims or to initiate any proceedings whether
                judicial, arbitral, administrative or otherwise on account of
                any such loss, damage or bodily injury (including death) and/or
                Launch Mission failure and/or Satellite Mission failure against
                Third Party Customer(s) of ARIANESPACE, and/or ARIANESPACE
                and/or their respective Associates for any reason whatsoever.

                CUSTOMER agrees to bear the financial and any other consequences
                of such loss, damage or bodily injury (including death) and/or
                Launch Mission failure and/or Satellite Mission failure caused
                in any way by any Third Party Customer(s) of ARIANESPACE or its
                (their) Associates without recourse against the Third Party
                Customer(s) of ARIANESPACE and/or ARIANESPACE and/or their
                respective Associates.

                In the event that one or more of CUSTOMER's Associate(s) proceed
                against the Third Party Customer(s) of ARIANESPACE and/or
                ARIANESPACE and/or their respective Associates as a result of
                any loss, damage or bodily injury (including death) and/or
                Launch Mission failure and/or Satellite Mission failure caused
                in any way to it by such Third Party Customer(s) of ARIANESPACE
                or its (their) Associates, CUSTOMER shall indemnify, hold
                harmless, dispose of any claim and defend, when not contrary to
                the governing rules of procedure, such Third Party Customer(s)
                of ARIANESPACE, and/or ARIANESPACE and/or their respective
                Associates from any liability, cost or expense, including
                attorneys' fees, on account of such loss, damage or bodily
                injury (including death) and/or Launch Mission failure and/or
                Satellite Mission failure, and shall pay all costs and expenses
                and satisfy all judgments and awards which may be imposed on or
                rendered against the Third Party Customer(s) of ARIANESPACE
                and/or ARIANESPACE, and/or their respective Associates.

        14.2.3  In the event that any Third Party Customer(s) of ARIANESPACE
                and/or its (their) Associates proceed against CUSTOMER and/or
                its Associates as a result of any loss, damage or bodily injury
                (including death) and/or launch mission failure and/or satellite
                mission failure caused in any way by CUSTOMER and/or its (their)
                Associates, directly or indirectly, arising out of or relating
                to the performance of this Agreement and/or the agreement signed


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                                                                         Page 37


                by ARIANESPACE with such Third Party Customer(s) of ARIANESPACE,
                ARIANESPACE shall indemnify, hold harmless, dispose of any claim
                and defend, when not contrary to the governing rules of
                procedure, CUSTOMER and/or its Associates from any liability,
                cost or expense, including attorney's fees, on account of such
                loss, damage or bodily injury (including death), and/or Launch
                Mission failure and/or Satellite Mission failure, and shall pay
                all costs and expenses and satisfy all judgments and awards
                which may be imposed or rendered against CUSTOMER and/or its
                Associates.

14.3    Indemnification

        Each Party shall take all necessary and reasonable steps to foreclose
        claims for loss, damage or bodily injury (including death) by any
        participant involved in Launch activities. Each Party shall require its
        Associate(s) who will be participating in Launch activities, to agree to
        a no-fault, no-subrogation, inter-party waiver of liability and
        indemnity for loss, damage or bodily injury (including death) its
        Associates sustain identical to the Parties' respective undertakings
        under this Article 14. Furthermore, ARIANESPACE shall require all Third
        Party Customer(s) of ARIANESPACE entering into launch services
        agreements with ARIANESPACE to agree to the inter-party waiver and
        indemnities set forth in this Article 14.

14.4    Liability for Damages Suffered by Third Parties

        14.4.1  Each Party shall be solely and entirely liable for all loss,
                damage or bodily injury (including death) sustained, whether
                directly or indirectly, by any Third Party, which is caused by
                such Party or its Associates arising out of or relating to the
                performance by such Party of this Agreement.

        14.4.2  In the event of any proceeding, whether judicial, arbitral,
                administrative or otherwise, by a Third Party against one of the
                Parties or its Associates on account of any loss, damage or
                bodily injury (including death), caused by the other Party, its
                property or its Associates or its (their) property, whether
                directly or indirectly the latter Party shall indemnify and hold
                harmless the former Party and/or the former Party's Associates,
                as the case may be, and shall advance any funds necessary to
                defend their interests.

14.5    Infringement of Industrial Property Rights of Third Parties

        14.5.1  ARIANESPACE shall indemnify and hold CUSTOMER harmless with
                respect to any injury, cost, and expense resulting from an
                infringement or claim of infringement of patent rights or any
                other industrial or intellectual property rights of any third
                party which may arise from CUSTOMER's use of ARIANESPACE's
                Services, including, without limitation, the use of any and all
                products, processes, articles of manufacture, supporting
                equipment, facilities, and services by ARIANESPACE in connection
                with said Services; provided however , that this indemnification
                shall not apply to an infringement of rights as set forth above
                that have been mainly caused by an infringement of a right of a
                third party for which CUSTOMER is liable pursuant to
                Sub-paragraph 14.5.2 of Article 14 of this Agreement.

        14.5.2  CUSTOMER shall indemnify and hold ARIANESPACE harmless with
                respect to any injury, cost, and expense resulting from an
                infringement or claim of infringement of the patent rights or
                any other industrial or intellectual property rights of any


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                                                                         Page 38


                third party arising out of or relating to CUSTOMER with respect
                to the design or manufacture of the Satellite, or ARIANESPACE's
                compliance with specifications furnished by CUSTOMER with
                respect to the Launch Mission and the Satellite Mission.



        14.5.3  The rights to indemnification provided hereunder shall be
                subject to the following conditions:

                 14.5.3.1  The Party seeking indemnification shall promptly
                           advise the other Party of the filing of any suit,
                           or of any written or oral claim against it,
                           alleging an infringement of any third party's
                           rights, which it may receive relating to this
                           Agreement.

                 14.5.3.2  The Party sued or against whom the claim is
                           otherwise made shall take no steps in the dispute
                           with the third party, nor shall it reach a
                           compromise or settlement, without the prior
                           written approval of the other Party, which
                           approval shall not be unreasonably withheld or
                           delayed.

        14.5.4  The indemnifying Party shall assist in and assume, when not
                contrary to the governing rules of procedure, the defense of any
                claim or suit and/or settlement thereof, shall take all other
                steps which it may reasonably be expected to take, given the
                circumstances, and the obligations incurred by it under this
                Article 14, to avoid, settle, or otherwise terminate the
                disputes, and shall advance and pay all litigation and
                administrative costs and expenses incurred in connection with
                the defense of any such suit, including fees and expenses of
                legal counsel, shall satisfy any judgments rendered by a court
                of competent jurisdiction in such suits, and shall make all
                settlement payments.

        14.5.5  In the event that ARIANESPACE, with respect to the Launch, and
                CUSTOMER, with respect to the Satellite, shall be the subject of
                the same court action or the same proceedings based on alleged
                infringements of patent rights or any other industrial or
                intellectual property rights of a third party pursuant to both
                Sub-paragraphs 14.5.1 and 14.5.2 hereof, ARIANESPACE and
                CUSTOMER shall jointly assume the defense and shall bear all
                damages, costs and expenses pro rata according to their
                respective liability. In the event of any problems in the
                implementing the pro rata allocation of the amounts referred to
                in the immediately preceding sentence, the Parties shall
                undertake in good faith to resolve such problems.

        14.5.6  Neither Party's execution or performance of this Agreement
                grants any rights to or under any of either Party's respective
                patents, proprietary information, and/or data, to the other
                Party or to any third party, unless such grant is expressly
                recited in a separate written document duly executed by or on
                behalf of the granting Party.


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ARTICLE   15  -  INSURANCE


15.1    ARIANESPACE shall, for any particular Launch under this Agreement, take
        out an insurance policy at no cost to CUSTOMER, to protect itself and
        CUSTOMER against liability for property loss or damage and bodily injury
        that Third Parties may sustain and that is caused by the Launch Vehicle,
        and/or the Satellite, and/or the satellite(s) of any Third Party
        Customer(s) of ARIANESPACE, and/or their components or any part thereof.
        Such insurance policy shall name as additional insureds :

        1)   The Government of France.

        2)   The Centre National d'Etudes Spatiales "C.N.E.S." and any
             launching state as such term is defined in the Convention on
             International Liability for Damage Caused by Space Objects of
             1972.

        3)   The auxiliaries of any kind, whom ARIANESPACE and/or the
             C.N.E.S. would call for in view of the preparation and the
             execution of the launching operations.

        4)   The European Space Agency "E.S.A." but only in its capacity as
             owner of certain facility and/or outfits located at the Centre
             Spatial Guyanais in Kourou and made available to ARIANESPACE
             and/or to the C.N.E.S. for the purpose of the preparation and
             the execution of the launches.

        5)   The firms, who have participated in the design and/or in the
             execution and/or who have provided the components of the Launch
             Vehicle, of its support equipment including propellants and
             other products either liquid or gaseous necessary for the
             functioning of the said Launch Vehicle, their contractors,
             sub-contractors and suppliers.

        6)   CUSTOMER and Third Party Customer(s) of ARIANESPACE on whose
             behalf ARIANESPACE executes the launch services as well as their
             co-contractors and sub-contractors.

        7)   Provided they act within the scope of their duties, the officers
             and directors, legal representatives, managing director,
             employees, agents and interim staff employed by ARIANESPACE or
             by any of additional insured mentioned in the preceding
             sub-paragraphs from 1 to 6 (included)

15.2    The insurance referred to in Paragraph 15.1 shall come into effect as of
        the day of the Launch concerned, and shall be maintained for a period of
        the lesser of TWELVE (12) months or so long as all or any part of the
        Launch Vehicle, and/or the Satellite, and/or the satellite(s) of any
        Third Party Customer(s) of ARIANESPACE, and/or their components remain
        in orbit.

15.3    The insurance policy shall be in the amount of SIXTY MILLION NINE
        HUNDRED AND EIGHTY THOUSAND EUROS ( (euro) 60 980 000). ARIANESPACE
        shall settle all liabilities, and shall indemnify and hold CUSTOMER
        harmless for property damage and bodily injury arising from the Services
        when caused to Third Parties by the Launch Vehicle, and/or the
        Satellite, and/or the satellite(s) of any Third Party Customer(s) of
        ARIANESPACE, and/or their components or any part thereof including
        during the period provided for in Paragraph 15.2 above for any amount in
        excess of the insured limits of said insurance policy. Upon expiration
        of the insurance in accordance with Paragraph 15.2, CUSTOMER shall


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        settle all liabilities for property damage and bodily injury caused to
        third parties by the Satellite or any part thereof.



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ARTICLE   16  -  OWNERSHIP OF DOCUMENTS AND WRITTEN INFORMATION CONFIDENTIALITY
                 /PUBLIC STATEMENTS


16.1    Title to all documents, data, and written information furnished to
        CUSTOMER by ARIANESPACE or its Associates during the performance of this
        Agreement shall remain exclusively with ARIANESPACE.

16.2    Title to all documents, data, and written information furnished to
        ARIANESPACE by CUSTOMER or its Associates during the performance of this
        Agreement shall remain exclusively with CUSTOMER or with said Associates
        as to their respective documents, data, and written information.

16.3    Each Party shall use the documents, data, and written information
        supplied to it by the other Party or the other Party's Associates solely
        for the performance of this Agreement and any activities directly
        related thereto or the use of a Satellite to be Launched hereunder.

16.4    To the extent necessary for the performance of this Agreement and any
        activities directly related hereto or to the use of a Satellite to be
        Launched hereunder, each Party shall be entitled to divulge to its own
        Associates the documents, data, and written information received from
        the other Party or from the other Party's Associates in connection
        herewith and allow its Associates to participate in reviews thereof,
        including progress or milestone events, provided that such receiving
        person shall have first agreed to be bound by the nondisclosure and use
        restrictions of this Agreement.

16.5    Subject to the provisions of Paragraph 16.4, neither Party shall divulge
        any documents, data, or written information that it receives from the
        other Party or the other Party's Associates, but shall protect all such
        documents and written information that are marked with an appropriate
        and valid proprietary or confidentiality legend from unauthorized
        disclosure except as provided herein, in the same manner as the
        receiving Party protects its own confidential information; provided,
        however, that each Party shall have the right to use and duplicate such
        documents, data, and written information for any Party purpose subject
        to the nondisclosure requirements and use restrictions provided herein.

        If the information disclosed by one Party to the other Party or by or to
        their respective Associates is deemed confidential by the disclosing
        Party or Associate and is verbal, not written, such verbal confidential
        information shall be identified prior to disclosure as confidential and,
        after acceptance by and disclosure to the receiving Party, shall be
        reduced to writing promptly, labeled confidential, but in no event later
        than TWENTY (20) days thereafter, and delivered to the receiving Party
        in accordance with this Paragraph.

16.6    The obligation of the Parties to maintain the confidentiality of
        documents, data, and written information shall not apply to documents,
        data, and written information that :

        -    are not properly marked as confidential;

        -    are in the public domain;


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        -    shall come into public use, by publication or otherwise, and due
             to no fault of the receiving Party;

        -    the receiving Party can demonstrate were legally in its
             possession at the time of receipt;

        -    are rightfully acquired by the receiving Party from third
             parties;

        -    are commonly disclosed by ARIANESPACE or its Associates;

        -    are inherently disclosed in any product or provision of any
             service marketed by ARIANESPACE or its Associates;

        -    are independently developed by the receiving Party;

        -    are approved for release by written authorization of the
             disclosing Party; or

        -    are required, but only to the extent necessary, to be disclosed
             pursuant to governmental or judicial order, or as otherwise may
             be required by law, including for purposes of public
             registration, in which event the Party concerned shall notify
             the other Party of any such requirement and the information
             required to be disclosed prior to such disclosure, and
             reasonably cooperate with the other Party upon timely request in
             seeking confidential treatment for commercially sensitive
             portions of the Agreement.

16.7    The provisions of this Article 16 shall survive the completion of
        performance of Services under this Agreement and shall remain in full
        force and effect until said documents, data, and written information
        become part of the public domain; provided, however that each Party
        shall be entitled to destroy documents, data, and written information
        received from the other Party, or to return such documents, data, or
        written information to the other Party, at any time after Launch (or
        after Reflight, if any).

16.8    This Agreement and each part hereof shall be considered to be
        confidential by both Parties. Any disclosure of the same by one Party
        shall require the prior written approval of the other Party, which
        approval shall not be unreasonably withheld or delayed.

        Except for publication of the launch manifest, either Party shall obtain
        the prior written approval of the other Party only through such Party's
        authorized representative concerning the content and timing of news
        releases, articles, brochures, advertisements, speeches, and other
        information releases concerning the work performed or to be performed
        hereunder by ARIANESPACE and its Associates. Each Party agrees to give
        the other Party reasonable advance notice for review of any material
        submitted to the other Party for approval under this Paragraph.

16.9    Customer shall also be permitted to make disclosures to its actual or
        potential permitted assignees hereunder subject to the same restrictions
        that would apply hereunder to a disclosure by Customer to its
        Associates.


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ARTICLE   17  -  PERMITS AND AUTHORIZATIONS - GROUND STATIONS



17.1    The obligations of ARIANESPACE are limited to the Services set forth in
        Article 4 above. CUSTOMER shall be obligated to obtain all required
        permits, authorizations, or notices of non-opposition from all national
        or international, public or private authorities having jurisdiction over
        the Satellite and the Satellite Mission.

17.2    CUSTOMER shall also be obligated to obtain all required government
        permits and authorizations for delivery of the Satellite and all
        equipment, devices and software to be provided by CUSTOMER on the Launch
        Base in order to prepare the Satellite for Launch, from its country of
        origin to the Launch Base, and, the use of the Satellite's ground
        stations.

17.3    ARIANESPACE agrees to assist and support CUSTOMER and its Associates,
        free of charge, with any administrative matters related to the
        importation into French Guiana of the Satellite and all equipment,
        devices and software to be provided by CUSTOMER on the Launch Base in
        order to prepare the Satellite for Launch, and their storage and
        possible return, as well as to the entry, stay, and departure of
        CUSTOMER and its Associates.

        For greater certainty, it is hereby stated that the obtaining of U.S.
        Export Licenses is not the responsibility of ARIANESPACE; provided that
        ARIANESPACE shall cooperate with, and use its reasonable efforts to
        assist, CUSTOMER and its Associates to obtain in a timely manner and to
        maintain thereafter any and all U.S. Export Licenses and to comply with
        applicable U.S. Export Control Laws in connection with this Agreement.,
        including, without limitation, all procedures and requirements
        established by the U.S. government related to Satellite launch
        activities.

        At CUSTOMER's request,ARIANESPACE shall, on a no cost basis for
        ARIANESPACE, cooperate with, and use its reasonable efforts to assist,
        CUSTOMER and its Associates , with respect to all procedures and any
        U.S. government-required Satellite launch failure or debris recovery
        efforts.

17.4    Notwithstanding anything in this Agreement to the contrary, the Parties
        acknowledge and agree that part of the activities under this Agreement
        may be subject to compliance with the Laws, rules and regulations of the
        United States regarding export restrictions ("U.S. Export Laws"),
        including without limitation the Arms Export Control Act, the
        International Emergency Economic Powers Act, the Export Administration
        Act, the International Traffic in Arms Regulations, the Export
        Administration Regulations, and Executive Order 12333 (Dec. 4, 1981) and
        that such U.S. Exports Laws may prohibit, limit or delay the Parties'
        ability to so perform; and to the extent that any goods provided or
        information disclosed is subject to the U.S. Export Laws, the Parties
        shall handle such goods and information in compliance with the
        applicable U.S. Exports Laws and shall not disclose, transfer or


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        otherwise export such goods or information to any person or entity,
        except as authorized by the applicable U.S. Export Control law or by
        written authorization of the U.S. government.




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ARTICLE   18  -  TERMINATION BY CUSTOMER



18.1    CUSTOMER shall be entitled to terminate any particular Launch under this
        Agreement at any time prior to the Launch concerned. CUSTOMER's right is
        not subject to any condition, and shall cover termination situations for
        reasons of convenience as well as those of delay or impossibility of
        performance in which one of the Parties may find themselves. Notice of
        termination shall be given by registered letter with acknowledgment of
        receipt, and termination shall take effect thirty (30) days from receipt
        of such letter by ARIANESPACE.



18.2    In case of termination by CUSTOMER, ARIANESPACE shall be entitled for
        the Launch terminated to the following :



        18.2.1  A) Basic termination fees depending of the date of termination
                as follows:

            --------------------------------------------------------------

              Effective date of termination           Percentage of P

            --------------------------------------------------------------

            On or before [***]                            [***]%

            Between [***] and [***]                       [***]%

            Between [***] and [***]                       [***]%

            After [***]                                   [***]%

            --------------------------------------------------------------

                where

                P    means the Launch Services price of the Launch terminated
                     other than a Reflight.

                C    means for the Firm Launch and each Firm Optional Launch
                     when activated, the initial L of the Launch concerned if
                     no postponement has been requested by ARIANESPACE or
                     otherwise the date obtained by adding to the first L of
                     the Launch concerned the aggregate duration of Launch
                     Period or Launch Slot postponement(s) requested by
                     ARIANESPACE for such Launch pursuant to Sub-paragraph
                     11.3.1.1 of Article 11 of this Agreement.


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        18.2.1  B) In case of cancellation of a Reflight, ARIANESPACE shall
                refund to CUSTOMER the following amount depending of the date of
                termination:

            -------------------------------------------------------------------

                 Effective date of termination           Percentage of G

            -------------------------------------------------------------------
            [***]                                            [***] %

            Between T and [***]                              [***] %

            Between [***] and [***]                          [***] %

            Between [***] and [***]                          [***] %

            After [***]                                      [***] %

            -------------------------------------------------------------------

                where

                G    means the Guarantee Amount,

                T    means a SIXTY (60) day period following the date when
                     the Parties have agreed that a Launch Failure has
                     occurred.

                C    means the initial L of the Reflight if no postponement
                     has been requested by ARIANESPACE or otherwise the date
                     obtained by adding to the first L the aggregate duration
                     of Launch Period or Launch Slot postponement(s)
                     requested by ARIANESPACE pursuant to Sub-paragraph
                     11.3.1.1 of Article 11 of this Agreement.



        18.2.2  Plus (i) any other amount(s) paid or due including, without
                limitation, late payment interest under the Agreement at the
                effective date of termination, and (ii) the price of those
                Associated Services provided, at CUSTOMER's cost, which have
                actually been performed as of the date of termination.

        18.2.3  Termination fees are due by CUSTOMER to ARIANESPACE as of the
                effective date of termination and payable within THIRTY (30)
                days of receipt by CUSTOMER of the corresponding invoice from
                ARIANESPACE. Any amounts paid by CUSTOMER for the Launch
                concerned in excess of the above termination fees shall be
                refunded promptly by ARIANESPACE to CUSTOMER. For the purpose of
                this Sub-paragraph 18.2.3, in the case of a Reflight, the
                Guarantee Amount shall be deemed to have been a payment by
                CUSTOMER.



18.3    Notwithstanding the foregoing in the event that the aggregate of all
        postponements requested by ARIANESPACE under Sub-paragraph 11.3.1.1 of
        Article 11 of this Agreement, (and even if ARIANESPACE has not declared
        a particular postponement, any anticipated Launch, beyond reasonable
        dispute) should result in ARIANESPACE delaying a particular CUSTOMER's
        Launch under this Agreement by more than SIX (6) months, CUSTOMER shall
        have the right, to terminate the Launch concerned, in which case
        ARIANESPACE shall refund to CUSTOMER all payments made by CUSTOMER for
        said Launch within THIRTY (30) days of termination notice. In such an


                            Commercial in Confidence
<PAGE>
                                                                         Page 47


        event, CUSTOMER shall be liable only for the payment of Associated
        Services performed, at CUSTOMER's cost, for the Launch terminated prior
        to the date of termination , provided that, for the avoidance of doubt,
        no charge shall be made for Associated Services which are specified
        herein to be provided without charge by Arianespace. For the purpose of
        this Paragraph 18.3, in the case of a Reflight, the Guarantee Amount
        shall be deemed to have been a payment by CUSTOMER.

        The foregoing notwithstanding, prior to giving notice of termination,
        CUSTOMER shall have given ARIANESPACE at least THIRTY (30) days' notice
        of CUSTOMER's intent to do so (which in the case of delay, may occur as
        early as the point of FIVE (5) months of delay, so as to allow a
        termination notice to be effective at SIX (6) months), allowing for
        discussion between the Parties of any alternative solution other than
        termination.

        However, postponements resulting from (i) Events of Force Majeure in the
        aggregate of of SIX (6) months or less; and/or (ii) any damage caused by
        CUSTOMER and/or its Associates to the property of ARIANESPACE and/or the
        property of its Associates; and/or (iii) any bodily injury (including
        death) caused by CUSTOMER and/or its Associates to ARIANESPACE and/or
        its Associates shall not be taken into account for the computation of
        the above mentioned period.

        In the event that CUSTOMER has an unexercised right to terminate under
        this Paragraph 18.3, ARIANESPACE may, upon written notice to CUSTOMER,
        request CUSTOMER either to exercise such right within THIRTY (30) Days
        of ARIANESPACE's written notice or, failing to do so, waive such right;
        provided that such waiver shall not be applicable to any further delay
        in a Launch beyond that previously notified by ARIANESPACE to CUSTOMER.


18.4    CUSTOMER may, upon written notice to ARIANESPACE, terminate immediately
        the Launch concerned in any event of any material breach by ARIANESPACE
        of its obligations arising of this Agreement, not otherwise provided for
        in Sub-Paragraph 18.3, and in each case does not cure such failure
        within THIRTY (30) Days of written notice of such material breach from
        CUSTOMER to ARIANESPACE, as may be extended in writing by CUSTOMER. In
        the event that ARIANESPACE does not cure such failure within the cure
        period specified in the preceding sentence, ARIANESPACE shall refund to
        CUSTOMER all payments made by CUSTOMER for the Launch concerned within
        THIRTY (30) days of termination notice. In such an event, CUSTOMER shall
        be liable only for the payment of Associated Services performed and
        delivered, at CUSTOMER's cost, for the Launch so terminated prior to the
        date of termination, provided that, for the avoidance of doubt, no
        charge shall be made for Associated Services which are specified herein
        to be provided without charge by Arianespace. For the purpose of this
        Paragraph 18.4, in the case of a Reflight, the Guarantee Amount shall be
        deemed to have been a payment by CUSTOMER.


                            Commercial in Confidence
<PAGE>
                                                                         Page 48


ARTICLE   19  -  TERMINATION BY ARIANESPACE



19.1    In the event that CUSTOMER fails to comply with its payment obligations
        pursuant to the payment schedule and other payment dates set forth in
        this Agreement for a Launch under this Agreement, and does not pay
        within THIRTY (30) days after the date of receipt of a written notice to
        that effect ARIANESPACE shall be entitled to terminate the Launch
        concerned by registered letter with acknowledgment of receipt.



19.2    In the event of termination by ARIANESPACE pursuant to the provisions of
        this Article 19, the provisions of Paragraph 18.2 of Article 18 of this
        Agreement shall apply.




                            Commercial in Confidence
<PAGE>
                                                                         Page 49


ARTICLE   20  -  MISCELLANEOUS



20.1    Working language

        All communications between the Parties and between CUSTOMER and its
        Associates on the Launch Base, and between ARIANESPACE and its
        Associates on the Launch Base with CUSTOMER's personnel and that of its
        Associates, shall be made in English.

20.2    Notices

        Unless expressly provided otherwise under this Agreement, all
        communications and notices to be given by one Party to the other in
        connection with this Agreement shall be in writing and in the language
        of this Agreement and shall be sent by registered mail, and if
        transmitted by telecopier, telex or telegram, shall be confirmed by
        registered letter to the following addresses (or to such address as a
        Party may designate by written notice to the other Party) :



            ARIANESPACE                          CUSTOMER
            Immeuble Ariane                      TerreStar Networks, Inc.
            Boulevard de l'Europe                One Discovery Square
            91000 EVRY                           12010 Sunset Hills Road
            FRANCE                               Suite 600
                                                 Reston, VA 20190
                                                 USA
            Attention : Directeur Commercial
            Telephone : +331-6087-6232           Attention : [***]
            Fax : +331-6087-6270                 Telephone :  (U.S.) [***]
                                                 Fax : (U.S.) [***]



20.3    Waiver

        Waiver on the part of either ARIANESPACE or CUSTOMER of any term,
        provision, or condition of this Agreement shall only be valid if made in
        writing and accepted by the other Party. Said acceptance shall not
        obligate the Party in question to waive its rights in connection with
        any other previous or subsequent breaches of this Agreement.

20.4    Headings

        The headings and sub-headings used in this Agreement are provided solely
        for convenience of reference, and shall not prevail over the content of
        the Articles of this Agreement.


                            Commercial in Confidence
<PAGE>
                                                                         Page 50


20.5    Assignment

        Neither Party shall be entitled to assign its rights, title, interest or
        obligations under this Agreement, in whole or in part, without the prior
        written consent of the other Party, such consent not to be unreasonably
        withheld or delayed.

        The foregoing notwithstanding, CUSTOMER shall be entitled to assign in
        whole, (or, subject to the further qualification stated in the following
        paragraph, in part by Launch) its rights, title, interest and
        obligations under this Agreement, to: (A) an entity (a "Successor
        Entity"), which may include new investors, to which all or substantially
        all of the assets of the CUSTOMER as of the date hereof are also
        assigned or into which CUSTOMER is merged, or (B) to any of Motient
        Corporation, a Delaware corporation, TerreStar Networks (Canada) Inc., a
        corporation incorporated under the laws of the province of Ontario
        (Canada), or TerreStar Networks Bermuda Ltd., a company existing under
        the laws of Bermuda, provided such assignment by the CUSTOMER shall not
        constitute a novation as to CUSTOMER's underlying payment obligations to
        ARIANESPACE pursuant to the terms of this Agreement, including but not
        limited to the obligation to pay all amounts due, unless the CUSTOMER
        demonstrates to the reasonable satisfaction of ARIANESPACE that the
        assignee has the financial capacity and willingness to meet all such
        payment obligations to ARIANESPACE as and when the same shall be due and
        payable and that the risk of non payment by the Successor Entity is not
        greater than such risk in respect of CUSTOMER as at the date hereof.

        Customer's right of assignment in clause (B) immediately above is
        further qualified as follows: Customer shall not be permitted, without
        Arianespace's consent, to assign its rights, title, interests or
        obligations under this Agreement with respect to either Optional Launch
        by operation of clause (B) above to any entity other than whom the
        entire Agreement is assigned (or to whom a permitted assignment of
        Optional Launch #1 has already been made) prior to the time that
        Customer shall have activated the applicable Launch Option.

        In addition, notwithstanding the foregoing, CUSTOMER shall have the
        right, without further consent of ARIANESPACE, as security for any
        financing (including any financing obtained by any parent or subsidiary
        of CUSTOMER guaranteed or otherwise supported by CUSTOMER), to assign or
        grant security interests in this Agreement, provided in the case of any
        assignment of this Agreement to any party, other than a lender or other
        financing party or agent or trustee for any such lender or financing
        party (and other than as permitted in this Paragraph 20.5 above),
        ARIANESPACE consents to such assignment, which consent shall not be
        unreasonably delayed or withheld.

        Except as provided above, any attempt to assign any rights or
        obligations hereunder without the other party's prior written consent
        shall be null and void.



20.6    Entire Agreement and Modifications

        This Agreement constitutes the entire understanding between the Parties,
        and supersedes all prior and contemporaneous discussions between the
        Parties with respect to the subject matter of this Agreement. Neither
        Party shall be bound by the conditions, warranties, definitions,
        statements, or documents previous to the execution of this Agreement,
        unless this Agreement makes express reference thereto. Any actions
        subsequent to the execution of this Agreement undertaken pursuant to an


                            Commercial in Confidence
<PAGE>
                                                                         Page 51


        agreement shall be in writing and signed by duly authorized
        representatives of each of the Parties, which agreement shall expressly
        state that it is an amendment to this Agreement.

20.7    Registration of CUSTOMER's Satellite

        CUSTOMER shall be responsible to ensure that the Satellite is properly
        registered by a state of registry in accordance with the Convention on
        Registration of Objects Launched into Outer Space of 1974 either (i)
        directly, if CUSTOMER is a state or the state designated by an
        international intergovernmental organization for the purposes of
        registration, or (ii) if CUSTOMER is not a state, through a state having
        jurisdiction and control over CUSTOMER.




                            Commercial in Confidence
<PAGE>
                                                                         Page 52




ARTICLE   21  -  APPLICABLE LAW



This Agreement shall govern the relationship between the Parties as to the
subject of this Agreement. To the extent the Parties have failed to address any
question arising hereunder, or in the event of the need for any interpretation
of any term of this Agreement, French law shall be applied, unless it is
contrary to the explicit terms or the underlying common intentions of the
Parties to this Agreement.




                            Commercial in Confidence
<PAGE>
                                                                         Page 53




ARTICLE   22  -  ARBITRATION



In the event of any dispute arising out of or relating to this Agreement, the
Parties shall use their best efforts to reach an amicable settlement. If an
amicable settlement cannot be achieved, the dispute shall be referred to the
President of ARIANESPACE and of CUSTOMER, who will use their best efforts to
reach a settlement. Should an amicable settlement fail, the dispute shall be
finally settled under the rules of Conciliation and Arbitration of the
International Chamber of Commerce ("I.C.C.") in Paris by THREE (3) arbitrators
appointed in accordance with the then existing rules of the I.C.C. The
arbitration shall be conducted in the English language. The award of the
arbitrators shall be final, conclusive and binding, and the execution thereof
may be entered in any court having jurisdiction.


Notwithstanding the above, either Party may request expedited arbitration as to
any dispute hereunder if the nature of the dispute involves a time sensitive
matter as to which a delay in resolution would cause material prejudice to such
Party or force it to proceed at material risk (the "Request"). Such Request
shall specify the matter in dispute. Each Party shall appoint one arbitrator
within TEN (10) days of the request and shall ask these TWO (2) arbitrators to
appoint a third arbitrator within TEN (10) days. Within TWENTY (20) days of the
Request, each Party shall provide the other with copies of documentation in its
possession and with a summary in writing of other communications within its
knowledge that it deems relevant to the matter in dispute. Each Party shall
cooperate with the other and requests that the arbitrators establish a schedule
that shall lead to a resolution of the matter within SIXTY (60) days of the
Request.




                            Commercial in Confidence
<PAGE>
                                                                         Page 54




ARTICLE   23  -  EFFECTIVE DATE



This Agreement shall take effect after signature by the TWO Parties.




Executed in Reston, Virginia, USA,


On November 8, 2006


In two (2) originals











        ARIANESPACE                              CUSTOMER

        Name : Jean-Yves Le Gall                 Name : Robert H. Brumley

        Title : Chief Executive Officer          Title : Chief Executive Officer

        Date : November 8, 2006                  Date : November 8, 2006

        Signature : /s Jean-Yves Le Gall         Signature: /s Robert H. Brumley




                            Commercial in Confidence
<PAGE>






                                   P A R T II




                                  A N N E X E S





                            Commercial in Confidence
<PAGE>






                                     ANNEX 2
                                     -------




                     E.S.A./ARIANESPACE Convention (Extract)




Certain European Governments, members of the European Space Agency, (hereinafter
referred to as "the Participants") have committed themselves to using the Ariane
Launcher, developed within the framework of the European Space Agency
programmes. Arianespace must provide the European Space Agency and the
Participants, as a priority, with the services and launch slots necessary for
their programmes. Arianespace must also make sure that in the event of a shift
in the launch slots caused by the launcher system and/or any of the technical
equipment which has to be used for the launch, the payload concerned of the
Agency or Participant retains its position in the launch schedule. In addition,
in the event of the failure of an Agency or Participant mission, the Agency or
Participant may ask Arianespace to provide them, for a new launch, with the
first or failing that the second launch slot compatible with the availability of
the replacement payload if the failure was due to the launch system and/or any
of the technical equipment used for the launch, and the first compatible slot or
failing that the first slot scheduled at the latest 10 months after the written
relaunch request if the failure was due to the payload itself. Finally,
Arianespace has committed itself to the Agency and to the Participants to pay
particular attention to the specific requirements imposed by scientific
missions.


<PAGE>

                                 [LOGO OMITTED]
                                  arianespace



                                   TerreStar



                                    ARIANE 5







                                STATEMENT OF WORK
                               (TECHNICAL ANNEXES)









Direction Commerciale - November 2006

<PAGE>

                                 [LOGO OMITTED]
                                  arianespace



                                    TerreStar



                                    ARIANE 5









                                Technical Annexes




                                  November 2006








Direction Commerciale - November 2006

<PAGE>

                                                               Table of contents
--------------------------------------------------------------------------------
Part 1                                                                     - 1 -
LAUNCH SPECIFICATION                                                       - 1 -
   1.     General                                                          - 2 -
   2.     Principal characteristics of the Launch                          - 2 -
      2.1     The Mission                                                  - 2 -
      2.2     Period, Slot, Day of the Launch                              - 2 -
      2.3     Launch Window                                                - 2 -
   3.     Main Interfaces                                                  - 3 -
      3.1     Mechanical Interfaces                                        - 3 -
      3.2     Electrical and RF Interfaces                                 - 4 -
      3.3     Modification to the applicable documents                     - 4 -
Part 2                                                                    - 10 -
ARIANESPACE TECHNICAL COMMITMENTS                                         - 10 -
   1.     Launch Service Management                                       - 11 -
   2.     Launch Vehicle hardware and software Supply                     - 11 -
   3.     Mission Analysis                                                - 12 -
   4.     Operations                                                      - 12 -
Part 3                                                                    - 14 -
CUSTOMER TECHNICAL COMMITMENTS                                            - 14 -
   1.     General                                                         - 15 -
   2.     Schedule Obligations                                            - 15 -
Part 4                                                                    - 17 -
DOCUMENTATION AND REVIEWS                                                 - 17 -
   1.     Documentation                                                   - 18 -
      1.1     DUA                                                         - 18 -
      1.2     DCI                                                         - 18 -
      1.3     Mission Analysis Documentation                              - 18 -
      1.4     Documentation to be issued by ARIANESPACE                   - 19 -
      1.5     Documentation to be issued by Customer                      - 20 -
   2.     Meetings                                                        - 21 -
      2.1     Interface Meetings                                          - 21 -
      2.2     Launch Vehicle Production Standard Reviews                  - 21 -
      2.3     Spacecraft Reviews                                          - 23 -
      2.4     Quality Reporting                                           - 23 -
      2.5     Launch Vehicle campaign meetings at the Launch Base         - 24 -
Part 5                                                                    - 26 -
GENERAL RANGE SUPPORT (GRS) AND OPTIONAL SERVICES                         - 26 -
   1.     General Range Support                                           - 27 -
      1.1     Transport Services                                          - 27 -
      1.2     Payload Preparation Facilities                              - 28 -
      1.3     Communication Links                                         - 30 -
      1.4     Analyses                                                    - 30 -
      1.5     Operations                                                  - 31 -
      1.6     Fluid Deliveries                                            - 31 -
      1.7     Miscellaneous                                               - 31 -
      1.8     Additional Services                                         - 32 -
   2.     Options ordered by the Customer                                 - 33 -
   3.     Additional Options available to the Customer                    - 35 -
--------------------------------------------------------------------------------
                          - ARIANESPACE PROPRIETARY -                          i
<PAGE>
                                                            Applicable documents
--------------------------------------------------------------------------------

Applicable documents

The following documents form a part of this annex 1 (Technical) and are
applicable in their entirety. In the event of a conflict with any of the
documents listed, this annex 1 shall take precedence.

o    Ariane 5 User's Manual (MUA 5), Issue 4, Revision 0 (DECEMBER 2004)
o    CSG safety regulations, CSG-RS-22A-CN Edition 5 Revision 5 (November 2005)
o    General specification for payload dynamic models, A5-SG-0-01 Issue 4 (April
     2001)
o    Format for Spacecraft Environmental Test Prediction and Test Report -
     Documentation for Sine Test Support, LS-SG-1000000-X-001-AE Issue 0,
     Revision 0 (July 2006)
o    Technical specification for the payload thermal model, A4-SG-1-26 [3]
     (DECEMBER 1992)


ARIANESPACE reserves the right to modify these documents. Copies of any revised
pages shall be forwarded to the CUSTOMER as soon as they have been approved for
implementation by the ARIANE Modification Review Board. In any case,
modification(s) to these documents, which are not part of this annex 1, and
which may affect the compatibility of the Spacecraft with the Launch System,
and/or impact the mission, will not be applicable without negotiation and prior
agreement between the Parties.



Reference documents


A reference document is part of the necessary data base used by the Client and
ARIANESPACE in the course of fulfilling the Launch Service Agreement. This list
of reference documents will be completed throughout the project.

o    EPCU Manual, Revision V-8.0 (May 2003)



--------------------------------------------------------------------------------
                          - ARIANESPACE PROPRIETARY -                         ii
<PAGE>
                                                    Part 1 Launch Specifications
--------------------------------------------------------------------------------







                                                                          Part 1

                                                            LAUNCH SPECIFICATION

                                                                   November 2006






                          - ARIANESPACE PROPRIETARY -                        -1-
<PAGE>
                                                    Part 1 Launch Specifications
--------------------------------------------------------------------------------

1.   General

The standard characteristics of the Launch Vehicle, Launch Range, Launch
Operations, and of the Mission are described in the latest issue of the Ariane 5
User's Manual, "MUA 5".


2.   Principal characteristics of the Launch

2.1  The Mission

                                                         ARIANE 5
---------------------------------------------------------------------------
Type of Mission             :                             Single
Type of Orbit               :                          Standard GTO
Altitude of Perigee         :                              [***]
True altitude @ 1st Apogee  :                              [***]
Inclination                 :                              [***]
Argument of Perigee         :                              [***]
Separated Mass              :                              [***]
Mass @ Lift-Off             :                       Idem Separated Mass
S/C Separation Conditions   :                   Optimised for the Mission
                                                See MUA5 ss.2.9
---------------------------------------------------------------------------

2.2  Period, Slot, Day of the Launch

The Period, Slot and Day of Launch are defined according to the provisions of
Article 6 of the Terms and Conditions of the Agreement.

2.3  Launch Window

The Spacecraft Launch Window must be as wide as possible to allow for the
maximum operational flexibility. The Launch must be possible any day of the
Period or of the Slot. The Launch window shall be [***].


11/3/06                            Proprietary                         Page 2/44
                  See title page for ITAR control of these data
<PAGE>
                                                    Part 1 Launch Specifications
--------------------------------------------------------------------------------

The launch period for each day of the year is shown in Table -1.




Based on the ARIANE reference orbit and time, the preliminary Launch Window will
be agreed upon by the customer and ARIANESPACE at the Preliminary Mission
Analysis Review RAM(P).

The final Launch Window, in terms of lift-off time, will be calculated by the
CUSTOMER based on orbit parameters at separation taken from the Final Mission
Analysis document.


The Final Launch Window will be agreed upon by the CUSTOMER and ARIANESPACE
before the Launch Vehicle Readiness Review (RAV). Any further modification is
subject to formal agreement between all Parties.

In case of launch postponement after filling operations, the CUSTOMER shall do
its best efforts to meet any new launch date set forth by ARIANESPACE.


3.   Main Interfaces

All mechanical and electrical interfaces, i.e. physical dimensions, structural
stiffness, etc. shall be compatible with the ARIANE interfaces defined in the
MUA 5.

3.1  Mechanical Interfaces

     3.1.1  Adapter Interface

          Adapter (ACU) Interface:               1194 H +
          ------------------------------------------------------------



                           - ARIANESPACE PROPRIETARY -                         3
<PAGE>
                                                    Part 1 Launch Specifications
--------------------------------------------------------------------------------

     3.1.2  Spacecraft Volume

The Spacecraft is compatible with the following Volumes (TBC):

        Medium fairing (TBC by Arianespace)
        All fairing/ACY diameter volumes: 4.57m


3.1.3 Shock Environment

[***]

3.2  Electrical and RF Interfaces

The Umbilical Connectors are provided by the customer (the spacecraft
manufacturer).

ARIANE optional services:

          Service Definition
          -----------------------------------------------------------
          Dry Loop command                                        NO
          Electrical command                                      NO
          Power supply                                            NO
          Pyrotechnic command                                     NO
          -----------------------------------------------------------


3.3  Modification to the applicable documents

No modification has been brought to the applicable documents in the frame of
these Technical Annexes.



Table 1 - Time and Launch Window for the TerreStar GTO Mission on ARIANE 5G
                corresponding to an argument of Perigee of 0 degree


                           - ARIANESPACE PROPRIETARY -                         4
<PAGE>
                                                    Part 1 Launch Specifications
--------------------------------------------------------------------------------

Reference Time (UT): instant of the first passage at orbit perigee, the first
passage may be fictitious if injection occurs beyond perigee.

Reference Orbit (osculating elements at first perigee, except for apogee
altitude):

          Altitude of Perigee                 :
                                                              [***]
          Altitude @ 6th Apogee               :               [***]
          Inclination                         :               [***]
          Argument of Perigee                 :               [***]
          Longitude of descending Node        :                TBD
          -----------------------------------------------------------------


Note: Arianespace and Space Systems/Loral agree to work concurrently at the
Kick-off Meeting to optimize the argument of perigee





                           - ARIANESPACE PROPRIETARY -                         5
<PAGE>

                                      [***]







                           - ARIANESPACE PROPRIETARY -                       -6-
<PAGE>

                                      [***]







                           - ARIANESPACE PROPRIETARY -                       -7-
<PAGE>

                                      [***]







                           - ARIANESPACE PROPRIETARY -                       -8-
<PAGE>

                                      [***]







                           - ARIANESPACE PROPRIETARY -                       -9-
<PAGE>






                                                                          Part 2

                                                           ARIANESPACE TECHNICAL
                                                                     COMMITMENTS

                                                                   November 2006






                           - ARIANESPACE PROPRIETARY -                      -10-
<PAGE>
                                      Part 2 - ARIANESPACE Technical Commitments
--------------------------------------------------------------------------------

ARIANESPACE shall provide the following Launch services using the ARIANE 5
Launch vehicle as described in the latest issue of the Ariane 5 User's Manual,
"MUA 5".
o    Overall Launch Service management
o    Launch Vehicle hardware and software supply
o    Mission analysis
o    Launch Vehicle Operations
o    Launch site CUSTOMER support as described in Part 5
o    Documentation and meetings as described in Part 4

Additions to the deliverables in this annex 1 are possible, subject to
negotiations and additional order(s) from the CUSTOMER as listed in Part 5.


1.   Launch Service Management

ARIANESPACE shall provide overall management for the Launch services as
described in the MUA 5. The ARIANESPACE Program director will be the single
point of contact between the CUSTOMER and ARIANESPACE.

General Contract Management           Contract amendments, payments, planning,
                                      configuration control, documentation,
                                      reviews, meetings, etc...
Launch Vehicle Production             Test, acceptance, ...
including quality plan
Mission Analyses
Launch Base Operations
Ground and Flight Safety              Interface with CSG for Safety Submissions
--------------------------------------------------------------------------------

2.   Launch Vehicle hardware and software Supply

ARIANESPACE shall supply the Hardware and Software to carry out the Mission,
complying with mission/launcher requirements as defined in part 1.

Launch Vehicle Hardware
Launch Vehicle Propellants
Payload Compartment
Passive Repeater                      [***]
One Flight Program
Spacecraft Adapter                    As per chapt.3.1.1. of Part 1, including
                                      the corresponding separation system


                           - ARIANESPACE PROPRIETARY -                      -11-
<PAGE>
                                      Part 2 - ARIANESPACE Technical Commitments
--------------------------------------------------------------------------------

Umbilical Interface Connectors        As defined in chap. 3.2 of Part 1

Fairing                               As defined in chapt.3.1.2 of Part 1
Access Doors                          [***]
1 Mission Logo                        Artwork to be supplied at L-6 by customer
--------------------------------------------------------------------------------



3.   Mission Analysis

ARIANESPACE shall provide the mission analysis as described hereunder.

Trajectory Study                                               Prelim.        1
                                                               Final          1
Separation Analysis (Clearance, Kinematics, Collision)         Prelim.        1
                                                               Final          1
Orbit Characteristics & Dispersion                             Prelim.        1
                                                               Final          1
Dynamic Coupled Load Analysis                                  Prelim.        1
                                                               Final          1
Thermal Analysis                                                              1
Radiofrequency Compatibility Analysis                          Prelim.        1
                                                               Final          1
Support for S/C Design Reviews
S/C Orbit & attitude data from L/V telemetry (at S/C Separation)
Launch Evaluation Report [DEL]
--------------------------------------------------------------------------------


4.   Operations

ARIANESPACE shall supply Launch Vehicle operations as listed hereunder.

Launch Vehicle Operations             All operations without the S/C
Combined Operations [POC]             S/C - Launch Vehicle Integration
Countdown Execution                   Up to Lift-Off
--------------------------------------------------------------------------------


                           - ARIANESPACE PROPRIETARY -                      -12-
<PAGE>
                                      Part 2 - ARIANESPACE Technical Commitments
--------------------------------------------------------------------------------

The ARIANESPACE Launch site CUSTOMER support for Spacecraft operations as well
as the ARIANESPACE optional services are described in Part 5.

The ARIANESPACE responsibility for documentation and meetings is described in
Part 4.











                           - ARIANESPACE PROPRIETARY -                      -13-
<PAGE>






                                                                          Part 3

                                                              CUSTOMER TECHNICAL
                                                                     COMMITMENTS

                                                                   November 2006






                           - ARIANESPACE PROPRIETARY -                      -14-
<PAGE>
                                         Part 3 - CUSTOMER Technical Commitments
--------------------------------------------------------------------------------

1.   General

To allow ARIANESPACE to timely prepare the Launch, the CUSTOMER shall make
available technical data and documentation, a comprehensive overview of
Spacecraft production planning, the Spacecraft and associated means as defined
in the ARIANE 5 User's Manual (MUA 5).

CUSTOMER shall ensure that the Spacecraft meets the requirements expressed in
Part 1.

At the Launch site, CUSTOMER and its subcontractors shall manage and perform all
Spacecraft activities relative to the Spacecraft preparation for Launch.

The CUSTOMER responsibility for documentation and meetings is described in Part
4.


2.   Schedule Obligations


Depending on the Launch configuration, the Spacecraft shall be made available to
ARIANESPACE for the Combined Operations with the Launch Vehicle 10 or 8 working
days prior to the Launch, at the latest. The applicable date will be defined in
the Combined Operations Plan (P.O.C.) approved by the CUSTOMER.

The Spacecraft check-out equipment and the ARIANE 5 specific COTE (Check Out
Terminal Equipment) necessary to support the Spacecraft/Launch Vehicle on-pad
operations shall be made available to ARIANESPACE, and validated, two days prior
to operational use according to the approved POC, at the latest. The Spacecraft
check-out equipment and the ARIANE 5 specific COTE (Check Out Terminal
Equipment) will be available for removal from the launch table between one
working day (COTE compliant with an horizontal position handling capability) to
three working days after launch (COTE not compliant with a horizontal position
handling capability).


3.   Spacecraft Propellants and Hazardous Products

Spacecraft propellants are provided by the CUSTOMER and his subcontractors. The
spacecraft propellants will be delivered to the CSG at the earliest two months
before and at the latest two weeks before the Spacecraft launch campaign.

The CUSTOMER and its subcontractors are responsible for the transport of the
propellants to the CSG in compliance with the International Maritime Dangerous
Goods (IMDG) rules.


                           - ARIANESPACE PROPRIETARY -                      -15-
<PAGE>
                                         Part 3 - CUSTOMER Technical Commitments
--------------------------------------------------------------------------------

Disposal of hazardous products is not authorised and wastes must be repatriated
by the Customer after the campaign. The residual propellants and hazardous
products must be shipped back within one month after the launch Campaign.






                           - ARIANESPACE PROPRIETARY -                      -16-
<PAGE>






                                                                          Part 4

                                                               DOCUMENTATION AND
                                                                         REVIEWS

                                                                   November 2006






                           - ARIANESPACE PROPRIETARY -                      -17-
<PAGE>
                                              Part 4 - Documentation and Reviews
--------------------------------------------------------------------------------

1.   Documentation

The description of main documentation to be issued by CUSTOMER and ARIANESPACE
in order to prepare the Mission can be found in the MUA 5.

1.1  DUA

In accordance with the MUA, the customer will issue the Application to Use
Ariane [DUA], which contains the essential requirements and information for the
correct execution of the Launch Service.

1.2  DCI

Based on the DUA Inputs, ARIANESPACE will issue the Interface Control Document
[DCI] between the Spacecraft and the Launch System. This first Issue 0 will be
discussed, updated, approved, and signed as Issue 1 by the CUSTOMER and
ARIANESPACE.

The DCI Issue 1 will be maintained under formal Configuration Control until the
Launch, and becomes the unique working document for all technical interfaces
between the Spacecraft and the Launch System.

The DCI Issue 2, specific to each Spacecraft Launch, is prepared and released
following the relevant Final Mission Analysis Review (RAMF).


1.3  Mission Analysis Documentation

The CUSTOMER and ARIANESPACE will issue input and output data related to the
Mission, the Qualification and Acceptance process of the Spacecraft, Operations
and Safety, respectively. These documents (as described in tables hereunder) are
intended to:

o    Specify the Mission Requirements

o    To demonstrate the compatibility of the ARIANE mission with the CUSTOMER
     requirements.

o    To demonstrate the compatibility of the Spacecraft with the ARIANE flight
     environment and specifications.

The timely availability and validity of such documentation, especially Mission
Analysis Inputs, is essential for the preparation of the Launch. Therefore,
where review and/or approval are required, turn around time of documents should
be less than 2 weeks.

--------------------------------------------------------------------------------
                           - ARIANESPACE PROPRIETARY -                      -18-
<PAGE>
                                              Part 4 - Documentation and Reviews
--------------------------------------------------------------------------------

The documentation deliverables between ARIANESPACE and Customer are summarized
in the following paragraphs. Except where otherwise specified, "L" (in months)
represents the first day of the latest agreed Launch Period, or Slot, as
applicable.

1.4  Documentation to be issued by ARIANESPACE

ARIANESPACE shall deliver to Customer the documentation listed in the table
hereunder. Any changes to these requirements shall be agreed by the Parties,
shall be documented through the milestones list or meetings minutes and will not
require a change to these Technical Annexes. The TBD dates shall be agreed
between ARIANESPACE and the Customer when considering the short term planning to
execute the contract

<TABLE>
<CAPTION>
                                                                       Customer
Ref.                Document                          Date             Action(1)      Remarks
-----------------------------------------------------------------------------------------------
<S>                                                  <C>                 <C>         <C>
 1     Interface Control Document (DCI):
       Issue 0                                       L - 13              R
       Issue 1, rev 0                                L - 11              A           After RAMP
       Issue 2, rev 0                                L - 2               A           After RAMF
 2     Preliminary Mission Analysis Documents        L - 11.5            R
 3     Thermal Analysis report                       L - 5               R
 4     Final Mission Analysis Documents              L - 3.5             R
       (including Final CLA results)
 5     Interleaved Operations Plan (POI)             L - 3               R             At RAMF
 6     Range Operations Document (DL)                L - 3               I
 7     Combined Operations Plan (POC)                L - 7               A
                                                     weeks
 8     Countdown sequence                            L - 2               R
                                                     weeks
 9     Safety Statements:
       Phase 1 reply                                 L - 13              R
       Phase 2 replies                               3 months            R
                                                      after
                                                     submission
       Phase 3 reply                                 L-2                 R
10     Injection Data                                30 minutes          I
                                                       after
                                                     separation
11     Launch Evaluation Document (DEL)              (2)                 I
-----------------------------------------------------------------------------------------------
</TABLE>

--------------------------------------------------------------------------------
                           - ARIANESPACE PROPRIETARY -                      -19-
<PAGE>
                                              Part 4 - Documentation and Reviews
--------------------------------------------------------------------------------

  (1)  A Approval; R Review; I Information;
  (2)  1.5 months after Launch, or 1 month after receipt of the orbital tracking
       report from the Customer, whichever is later.

1.5  Documentation to be issued by Customer

Customer shall deliver to ARIANESPACE the documentation listed in the table
hereunder. Any changes to these requirements shall be agreed by the Parties,
shall be documented through the milestones list or meetings minutes and will not
require a change to these Technical Annexes.


                                                                     ARIANESPACE
Ref.   Document                                        Date            Action(1)
--------------------------------------------------------------------------------
 1     Application to use Ariane DUA                   L - 14            R
       Safety Submission Phase 1                       L - 14            A
 2     S/C Dynamic model (preliminary)                 L - 14            R
       According to SG-0-01
 3     Safety submission Phase 2                       L - 13            A
 4     S/C mechanical environment Test plan            L - 14            A
 5     S/C thermal model according to SG-1-26          L - 12            R
 6     S/C Launch Operations Plan (POS)                L - 7             R
 7     S/C dynamic model (final) according to SG-0-01  L - 6             R
 8     Updated S/C data for final mission analysis     L - 6             R
 9     S/C operations procedures applicable at         L - 6             A
       CSG,  including Safety Submission Phase 3
10     Environmental Testing: Instrumentation          L - 5             A
       plan, notching plan, test prediction for
       Sine test & test plan for Acoustic test
       according to A4-SG-0-P-01
11     S/C final Launch window                         L - 3,5
12     S/C mechanical environment tests results        L - 2,5           A
       according to A4-SG-0-P-01
13     Final S/C mass properties                       L - 7             R
                                                       days
14     Orbital Tracking report (orbit parameters       2 weeks           I
       at separation)                                   after
                                                       Launch
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                           - ARIANESPACE PROPRIETARY -                      -20-
<PAGE>
                                              Part 4 - Documentation and Reviews
--------------------------------------------------------------------------------

     (1)  A Approval; R Review; I Information;

2.   Meetings

2.1  Interface Meetings

The CUSTOMER and ARIANESPACE agree to meet as often as necessary to allow for
good and timely execution of all activities related to the preparation of the
Launch. A guideline is presented in following Table 1.

The responsible managers of the CUSTOMER and ARIANESPACE shall agree exact
dates, locations, agendas and participation upon sufficiently in advance, on a
case by case basis.

For all meetings taking place at the CUSTOMER's contractor premises, the
CUSTOMER will obtain necessary clearance for ARIANESPACE and their nominated
contractor(s) personnel. Similarly, ARIANESPACE will obtain clearances for
Customer(s) and Customer Contractor(s) personnel for meetings/visits at
ARIANESPACE and its Contractor(s) premises.

It is understood that during the interface meetings, a review of contractual and
general management items will be performed, i.e. planning, milestones, changes,
financial matters as applicable. The CUSTOMER and ARIANESPACE will be free to
invite their contractors to the interface meetings.


2.2  Launch Vehicle Standard Reviews


The CUSTOMER will be invited to the following Launch Vehicle Reviews:

     o    Launch Vehicle Flight Readiness Review [RAV] prior to the start of the
          Launch Campaign.
     o    POC Readiness Review [BT POC] prior to the start of the Combined
          Operations Plan.
     o    Launch Readiness Review [RAL] at D-2 before Launch.
     o    Immediate Post Flight Review [CRAL] at D+1.

The review documentation will be handed out to the CUSTOMER at each of these
reviews.


     2.2.1  Launch Vehicle Flight Readiness Review (RAV)


This review is performed about 2 months before the Launch and allows ARIANESPACE
Management to authorise the start of the Launch Vehicle campaign. CUSTOMER is
formally invited to attend.

--------------------------------------------------------------------------------
                           - ARIANESPACE PROPRIETARY -                      -21-
<PAGE>
                                              Part 4 - Documentation and Reviews
--------------------------------------------------------------------------------


The review is co-chaired by the ARIANE Production Project Manager (CPAP) and the
Launch Vehicle Quality Synthesis Responsible (RSQL).

At that time, all flight hardware, stages, vehicle equipment bay, fairing,
SYLDA5 and adaptors, are reviewed, through comprehensive documentation
(available at Arianespace). The documentation covers, but is not limited to,
hardware identification, performance test results and major waivers, anomalies
and failures during tests, life limitations, on-going production status of same
equipment, etc... The Payload status is also presented (mission, flight program,
waivers, etc...).

The RAV documentation will be made available to CUSTOMER during the review.

     2.2.2  POC Readiness Review (BT POC)

This review is performed before the start of the Combined Operations (POC). It
allows ARIANESPACE Management to authorise the start of the Combined Operations
(POC) between the Launch Vehicle and the Spacecrafts. The CUSTOMER is required
to provide a Spacecraft readiness status to start the POC activities.

The review is chaired by the Ariane Mission Director (CM) and it covers the
readiness status with respect to the POC activities of:

     The Launch Vehicle, (including RAF debriefing)
     The Ariane Launch Complex (ELA),
     The Spacecraft.

All participants to the Review receive a comprehensive set of summary documents
presenting the readiness status of all the parties.

The Launch Vehicle Functional Review (RAF) is an internal ARIANESPACE review of
the Launch Vehicle status before the transfer of the Launch Vehicle to the BAF.

     2.2.3  Launch Readiness Review (RAL)

This review takes places at the launch site at D-2, i.e. two days before the
Launch day. It allows ARIANESPACE Management to authorise the start of the
Launch Vehicle filling operations and the final countdown. CUSTOMER is requested
to attend; in any case, the final Spacecraft flight readiness status is
required.


A pre-RAL meeting will be organised by ARIANESPACE prior to the actual review in
order to:

o    Inform the CUSTOMER of the significant items that will be presented in the
     RAL,
o    Provide any additional clarification that may result from previous written
     questions raised by the CUSTOMER.

--------------------------------------------------------------------------------
                           - ARIANESPACE PROPRIETARY -                      -22-
<PAGE>
                                              Part 4 - Documentation and Reviews
--------------------------------------------------------------------------------


The review is co-chaired by the Ariane Production Project Manager (CPAP) and the
Launch Vehicle Quality Synthesis Responsible (RSQL). It covers the launch
readiness of:

     The Launch Vehicle,
     The Ariane Launch Complex (ELA),
     The Launch Base (CSG),
     The Spacecraft and its associated ground support network.

All participants to the Review receive a comprehensive set of summary documents
presenting the readiness status of all the parties.


No further presentation meeting, dealing with the RAL content, will be organised
after the RAL has authorised to proceed with the Launch Vehicle filling
operations.

Nevertheless, in the event of significant anomalies occurring after the RAL,
necessary meetings may be organized.

     2.2.4  Immediate Post Flight Review (CRAL)

This review is performed the day after the Launch. ARIANESPACE provides the
first flight data evaluation after the flight.

The CUSTOMER is invited to attend and provide the Spacecraft status after
separation and acquisition by the ground stations.

2.3  Spacecraft Reviews

ARIANESPACE will be invited to attend the Spacecraft Qualification/ Acceptance/
Flight Readiness and/or Pre-Shipment Review.

2.4  Quality Reporting

Quality in Production, Operations and Organization has been given a top
priority, directly driven and monitored by the General Management of
ARIANESPACE.

The ARIANESPACE QUALITY MANUAL translates this commitment in terms of operating
principles, method and functioning rules

The information given to the CUSTOMER is subject to the confidentiality
provisions described in Article 16 of the Agreement.


--------------------------------------------------------------------------------
                           - ARIANESPACE PROPRIETARY -                      -23-
<PAGE>
                                              Part 4 - Documentation and Reviews
--------------------------------------------------------------------------------

     2.4.1  Quality Meetings

[***]

     2.4.2  Failure Reporting

All non conformances and incidents are processed in accordance with the
ARIANESPACE QUALITY MANUAL. Any incident during integration or test is
registered in the log book of the equipment concerned.

Assessment of incidents is performed systematically by reliability services of
the contractors and by the Industrial Architect.

In case of significant anomalies, visits to main contractor facilities may be
organized, if necessary.


Significant incidents are also reported systematically during RAV and RAL
reviews.


     2.4.3  Reliability

Reliability predictions are continuously updated, taking into account any new
data or configuration changes.

Reliability information is made available to CUSTOMER during reviews.


2.5  Launch Vehicle campaign meetings at the Launch Base

During the Launch Vehicle Campaign, CUSTOMER is invited to attend the daily
Launch Vehicle BAF Campaign meetings. These meetings are held in French.

In case of a major anomaly or incident, a specific dedicated meeting is
organised with the Launch Vehicle and Quality authorities to understand the
anomaly or incident, and to present the corrective action plan.



--------------------------------------------------------------------------------
                           - ARIANESPACE PROPRIETARY -                      -24-
<PAGE>
                                              Part 4 - Documentation and Reviews
--------------------------------------------------------------------------------

           Table 1 - ARIANESPACE/CUSTOMER - Interface Meeting Schedule

<TABLE>
<CAPTION>
Mtg  Title                                             Date(1)           Subjects(2)        Location(3)
-------------------------------------------------------------------------------------------------------
<S>                                                    <C>               <C>                <C>
 1   Contractual Kick-Off Meeting                      L - 14            M-E                C
 2   DUA Review                                        L - 13.5          M-E-O-S            E
 3   First DCI Review                                  L - 13            M-E-O-S            X
     Review of Safety Submission Phase 1
     Preliminary Mission Analysis Kick-Off
 4   DCI Signature                                     L - 11            M-E-O              E
 5   Prelim. Mission Analysis Review [RAMP]            L - 11            M-E-O-S            E
     Safety Submission Status
     DCI Review
 6   Preparation of S/C Operations Plan [POS]          L - 11            M-O-S              K or C
     DCI Review
 7   Review of S/C Operations Plan [POS]               L - 6             M-O-S              K
     Preparation of Interleaved Ops Plan [POI].
     Security aspects
     DCI Review
 8   Final Mission Analysis Review [RAMF]              L - 3             M-E-O-S            E
 9   Campaign Preparation: Final Meeting               L - 3             M-O-S              E
10   Range Configuration Review                         (4)              M-O-S              K
11   POC Readiness Review                               (5)              M-O-S              K
-------------------------------------------------------------------------------------------------------
</TABLE>

     (1)  Meeting target dates are given, taking into account the respective
          commitments of both parties for the delivery of the documentation as
          described in this annex 1 parts 2 & 3.

          Dates are given in months, relative to L, where L is the first day of
          the latest agreed Launch period or Slot, as applicable.

     (2)  M Management ; E Engineering ; O Operations ; S Safety

     (3)  E Evry ; K Kourou ; C CUSTOMER HQ ; X Contractor Plant

     (4)  To be held at Spacecraft Team arrival in Kourou

     (5)  To be held the day before the agreed day for starting the POC
          Operations


                           - ARIANESPACE PROPRIETARY -                      -25-
<PAGE>






                                                                          Part 5

                                                           GENERAL RANGE SUPPORT
                                                              (GRS) AND OPTIONAL
                                                                        SERVICES

                                                                   November 2006






                           - ARIANESPACE PROPRIETARY -                      -26-
<PAGE>
                                              Part 5 - GRS and Optional Services
--------------------------------------------------------------------------------

1.   General Range Support

The General Range Support provides the CUSTOMER, on a lump sum basis, with a
number of standard services and standard quantities of fluids (see List
hereafter). Request(s) for additional services and/or supply of additional
fluids exceeding the scope of the GRS can be accommodated, subject to
negotiation between ARIANESPACE and the CUSTOMER.

Technical Definitions are in the MUA. Further technical details and data can be
found in the EPCU Manual.
Except where otherwise specified, "L" (in months) represents the first day of
the latest agreed Launch Period, or Slot, as applicable.

                Price (kC)                               Terms
        ---------------------------------------------------------------
           Up to 35 calendar days:                    50% at L - 6
                   [***]

          Extension beyond 35 days                    50% at L - 2
           [***] /day if Caused by
                   Customer
        ---------------------------------------------------------------



1.1  Transport Services

CUSTOMER Personnel       ->   Transport from and to Rochambeau Airport and
& Luggage                     Kourou at arrival and departure, as necessary.

Spacecraft & Equipment   ->   Subject to advanced notice and performed nominally
Transport (1) (2)             within normal CSG working hours (2 shifts of 8
                              hours per day, between 6 am and 10 pm from Monday
                              to Friday).

                         ->   Availability outside normal working hours,
                              Saturdays, Sundays, and Public Holidays subject to
                              negotiation, to advance notice and to agreement of
                              local authorities.

                         ->   From Cayenne to CSG and return.

                         ->   Various Freight Categories (standard, hazardous,
                              fragile, oversized loads, low speed drive, etc...)

                         ->   Limited to 12 10 ft pallets (or equivalent) in 2
                              batches (plane or vessel)

Spacecraft Inter-Site    ->   All CSG Inter-Site Transportsof the Spacecraft
Transport (2)                 either inside the S/C container, the ARIANE
                              Payload Container [CCU], or encapsulated inside
                              the Launch Vehicle Composite.

Inter-Site Equipment     ->   All CSG Inter-Site Transports of CUSTOMER
Transport (2)                 Equipment.

--------------------------------------------------------------------------------

                           - ARIANESPACE PROPRIETARY -                      -27-
<PAGE>
                                              Part 5 - GRS and Optional Services
--------------------------------------------------------------------------------

Logistics Support        ->   Support for Shipment and Customs procedures for
                              the Spacecraft and its associated equipment, and
                              for personal luggage and equipment transported as
                              accompanied luggage.
--------------------------------------------------------------------------------


(1)  The following is included in the Transport Service:

     ->   Co-ordination of Loading/ Unloading activities
     ->   Transport from Rochambeau Airport and/or Degrad-des-Cannes harbour to
          CSG
     ->   Return to Airport/Harbour 3 working days after Launch
     ->   Depalletisation of Spacecraft Support Equipment on arrival to CSG, and
          dispatching to the various working areas.
     ->   Palletisation of Spacecraft Support equipment prior to departure from
          CSG to Airport/Harbour,
     ->   All work associated with the delivery of freight by the Carrier at
          Airport/Harbour,
     ->   CSG Support for the installation and removal of the Spacecraft
          Check-Out Equipment.

          The following is NOT included in the Transport Service:

     ->   The "octroi de mer" tax on equipment permanently imported to Guyana,
          if any.
     ->   Insurance for Spacecraft and its associated Equipment

(2)  The maximum temperature to which containers and packing may be exposed
     during any transport is 35(degree) C.
--------------------------------------------------------------------------------


1.2  Payload Preparation Facilities

The Payload Preparation Complex, with its personnel for support, may be used
simultaneously by several customers. Specific facilities are dedicated to the
CUSTOMER on the following basis:

Range Operations         ->   Normal  working  hours are based on 2 Shifts of 8
                              hours per day, between 6:00 am and 10:00 pm from
                              Monday to Friday

                         ->   Shifts Work out of normal working hours, Saturday,
                              Sunday or Public Holiday is possible, but subject
                              to negotiations and agreement of Local
                              Authorities. (No shifts on Sunday and Public
                              Holiday in hazardous zone)

EPCU Facilities          ->   Spacecraft Preparation (Clean Room)       350 m(2)

Standard Conditions for  ->   Filling Hall                             Dedicated
Temp. and relative
Humidity do not exceed   ->   Lab for Check-Out Stations (LBC)          110 m(2)
24(degree)C and 60%,
respectively.            ->   Offices and Meeting Rooms                 150 m(2)


                           - ARIANESPACE PROPRIETARY -                      -28-
<PAGE>
                                              Part 5 - GRS and Optional Services
--------------------------------------------------------------------------------

Access to the EPCU area  ->   Restricted to authorised personnel only,
                              permanently controlled by Range Security.

                         ->   Access to offices, checkout stations, and clean
                              rooms, is controlled through a dedicated
                              electronic card system.

                         ->   Clean rooms are permanently monitored by a CCTV
                              camera.

Access outside normal    ->   Access to Offices and LBC beyond normal working
Working Hours ->              hours is subject to negotiation with no charge to
                              the customer if no ARIANESPACE technical support
                              is required.

                         ->   Access to the Clean rooms beyond normal working
                              hours is subject to negotiation with the following
                              restrictions:

                              o  Advanced Notice

                              o  No Range Support provided

                              o  No hazardous Operations or external hazardous
                                 constraints

                              o  Crane utilisation only by certified personnel

                              o  No changes to the Facilities Configuration

Schedule Restrictions    ->   Launch Campaign Duration is limited to 35 calendar
                              days, from S/C arrival in Guyana, to actual
                              departure of associated equipment.

                         ->   Extension is possible, but is subject to
                              negotiations.

                         ->   Spacecraft ground Support Equipment must be ready
                              to leave the range within 3 working days after the
                              Launch.

                         ->   Transfer of S/C and its associated Equipment to
                              the spacecraft filling facilities normally no
                              earlier than 21 calendar Days before Launch

                         ->   After S/C transfer to spacecraft filling facility,
                              and upon request by ARIANESPACE, the Spacecraft
                              Preparation Clean room may be used by another S/C

                         ->   Evacuation of equipment from Clean room 24H after
                              departure of S/C

Standard MGSE            ->   As described in EPCU Manual
No-Break Power Supply
                         ->   LBC                               20 kVA to 30 KVA

                         ->   Spacecraft Filling Building       15 kVA to 30 KVA

Calibration Equipment    ->   Launch Pad & BAF                       15 kVA
Storage
                         ->   As described in EPCU Manual

                         ->   Any storage of equipment during the Campaign

                         ->   Two additional months for propellant storage

                         ->   Two additional months for AKM storage
--------------------------------------------------------------------------------


                           - ARIANESPACE PROPRIETARY -                      -29-
<PAGE>
                                              Part 5 - GRS and Optional Services
--------------------------------------------------------------------------------


1.3 Communication Links


The following communication services between the different Spacecraft
preparation facilities will be provided for the duration of a standard campaign
(including technical assistance for connection, validation and permanent
monitoring):

<TABLE>
<CAPTION>
Service                     Type                              Remarks
----------------------------------------------------------------------------------------
<S>                         <C>                               <C>
RF- Link                    S/C/Ku band                       1TM / 1TC through optical fiber
Baseband Link               S/C/Ku band                       2 TM / 2TC through optical fiber
Data Link                   Romulus Network, V11 and V24      for COTE monitoring & Remote
                                                              control
Ethernet                    Planet Network, 10 Mbits/sec      3 VLAN available per Project
Umbilical Link              Copper lines                      2x37 Pins for S/C umbilical &
                                                              2x37 Pins for Auxiliary
                                                              Equipment.
Internet                                                      Connection to Local Provider
Closed Circuit TV                                             As necessary
Intercom System                                               As necessary
Paging System                                                 5 beepers per Project
CSG Telephone                                                 As necessary
Telephone Links (1)
International               With Access Code                  As necessary
ISDN (RNIS) links           Subscribed by Customer            Routed to dedicated Customer's
                                                              working zone
Facsimile in offices (1)                                      2
Video Conference (1)        Shared with other users           As necessary
----------------------------------------------------------------------------------------
</TABLE>

(1)  Traffic to be paid, at cost, on CSG invoice after the campaign.

1.4  Analyses


Service             Type                           Remarks
--------------------------------------------------------------------------------
Chemical Analyses   Propellants, except Xenon      [***]
                    Gas & fluids particles         [***]
                    Clean room organic deposit     Continuous, one weekly report
Particle Count      Clean Room monitoring          Continuous, one weekly report
--------------------------------------------------------------------------------


                           - ARIANESPACE PROPRIETARY -                      -30-
<PAGE>
                                              Part 5 - GRS and Optional Services
--------------------------------------------------------------------------------

1.5  Operations

Service              Type                               Remarks
--------------------------------------------------------------------------------
S/C Weighing         Calibrated weights                 Available as necessary

Adaptor Fit Check    Mechanical and / or electrical      Available

--------------------------------------------------------------------------------

1.6  Fluid Deliveries

Fluid                       Type                                Quantity
--------------------------------------------------------------------------------
GN2                 N50 dedicated local network       As necessary available at
                                                               190 bar
GHe                 N55 dedicated local network      As necessary, available at
                                                         350 bar or 180 bar
LN2                                                          As necessary
IPA                 MOS-SELECTIPUR                           As necessary
Water               Demineralised                            As necessary
--------------------------------------------------------------------------------
Any requirement different from the standard fluid delivery (different fluid
specification or specific use) is subject to negotiation.

1.7  Miscellaneous

No-break power                  10 UPS 1.4 kVA at S1 or S5 offices for Customer
                                PCs
Copy machines                   2 in S1 or S5 Area (1 for secretarial duties, 1
                                for extensive reproduction); paper provided
Chemical waste disposal         Disposal of products is not authorised and
                                wastes must be repatriated by the Customer
Technical photos and film       [***]
processing
--------------------------------------------------------------------------------
Video transmission              [***]
--------------------------------------------------------------------------------
Launch Campaign DVD             Launch Campaign and Launch coverage (, PAL )
--------------------------------------------------------------------------------


                           - ARIANESPACE PROPRIETARY -                      -31-
<PAGE>
                                              Part 5 - GRS and Optional Services
--------------------------------------------------------------------------------

1.8  Additional Services

Bilingual Secretary             [***]
--------------------------------------------------------------------------------
Room                            Reservation Recommended in the MERCURE Hotel
                                resorts at Customer's request (cancellation
                                charges, if any, under Customer's
                                responsibility), through Free-Lance Service
                                support
Customer and S/C                For other housing, rental cars, flight
contractor assistance           reservations, banking, off duty &  leisure
                                activities through Free-lance service support
--------------------------------------------------------------------------------


                           - ARIANESPACE PROPRIETARY -                      -32-
<PAGE>
                                              Part 5 - GRS and Optional Services
--------------------------------------------------------------------------------

2.   Options ordered by the Customer

In addition to the deliverables in the GRS, the following options have been
ordered by the Customer:

Prices are given in thousands of Euro [k(euro)], on a firm fixed price basis,
for a Launch in [***].

Option                                                   Price        Terms of
  No.    Item                                            (kC)         Payment
--------------------------------------------------------------------------------

  A      Additional Flight Hardware
 A15     RF transmission through the payload             [***]
         compartment (either RF window or SRP)
  B      Mission Analyses
         To be selected in the applicable "General
         Range  Support and Optional Services" List

  C      Interface Tests
 C11     Fit-check (mechanical/electrical) with ground   [***]
         test hardware in Kourou, including:
         Loan of :
         o  Flight standard adaptor, mechanically and
            electrically equipped
         o  Flight standard separation system
         o  Set of ground bolts
         o  Associated ground support equipment

  D      Range operations
D 20     o  Bilingual Secretary                          [***]

D 23     o  Transmission of TV Launch coverage to        [***]
            the point of reception requested by Customer

  E      Quality reporting
         To be selected in the applicable "General       [***]
         Range Support and Optional Services" List


                           - ARIANESPACE PROPRIETARY -                      -33-
<PAGE>
                                              Part 5 - GRS and Optional Services
--------------------------------------------------------------------------------

   F     Miscellaneous
         To be selected in the applicable "General
         Range Support and Optional Services" List
--------------------------------------------------------------------------------






                           - ARIANESPACE PROPRIETARY -                      -34-
<PAGE>
                                              Part 5 - GRS and Optional Services
--------------------------------------------------------------------------------

3.   Additional Options available to the Customer

In addition, the following options may be ordered by the Customer:

Prices are given in thousands of Euro [k(euro) US], on a firm fixed price basis,
for a Launch in [***].

<TABLE>
<CAPTION>
                                                                                                 Latest Date
                                                                                                 for option
                                                                                     Price       request (in
           Optional services                                             Ref. #      (kC)          months)
------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>         <C>             <C>
A - Launch Vehicle Hardware
o    Redundant pyrotechnic command delivered by VEB to                   A 10        [***]           [***]
     Spacecraft system (one triple command, current > 3A or > 5A)
o    Redundant electrical command delivered by VEB to spacecraft  (One)  A 11        [***]           [***]
o    Dry loop command delivered by VEB to spacecraft (one)               A 12        [***]           [***]
o    Spacecraft GN2 purge (according to demand)                          A 13        [***]           [***]
o    Specific access door                                                A 14        [***]           [***]

<CAPTION>
B - Mission Analysis
Any additional Mission Analysis study or additional flight program requested or
due to any change induced by CUSTOMER:
<S>                                                                      <C>         <C>             <C>
o        Preliminary CLA                                                 B 10        [***]           [***]

o        Preliminary trajectory and separation                           B 11        [***]           [***]

o        Preliminary EMC                                                 B 12        [***]           [***]

o        Re-run final CLA                                                B 13        [***]           [***]

o        Re-run final trajectory and separation                          B 14        [***]           [***]

o        Final EMC                                                       B 15        [***]           [***]

o        Re-run Thermal analysis                                         B 16        [***]           [***]

o        Re-run flight Program                                           B 17        [***]           [***]

------------------------------------------------------------------------------------------------------------------
</TABLE>


                           - ARIANESPACE PROPRIETARY -                      -35-
<PAGE>
                                              Part 5 - GRS and Optional Services
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                 Latest Date
                                                                                                 for option
                                                                                     Price       request (in
           Optional services                                             Ref. #      (kC)          months)
------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>         <C>             <C>
C - Interface Tests
Note :    Any loan or purchase of equipment (adaptor, clamp-band, bolts,
          separation pyro set) can be envisaged and is subject to previous test
          plan acceptance by ARIANESPACE

Fit-check (mechanical/electrical) with ground test                       C 10        [***]           [***]
hardware at CUSTOMER premises, including:
Loan of :
o    Flight standard adaptor, mechanically and electrically
     equipped
o    Flight standard separation system
o    Set of ground bolts
o    Associated ground support equipment
ARIANESPACE support for interface test (4 days max.).

Equipment transport and personnel travel expenses, corresponding to
the incurred cost, will be invoiced to the Customer

Fit-check (mechanical/electrical) with ground test hardware in           C 11        [***]           [***]
Kourou, including:
Loan of :
o    Flight standard adaptor, mechanically and electrically
     equipped
o    Flight standard separation system
o    Set of ground bolts
o    Associated ground support equipment


Fit-check (mechanical/electrical) with ground test hardware and          C 15        [***]           [***]
Shock test (one of) at CUSTOMER premises, including:
Loan of :
o    Flight standard adapter, mechanically and electrically
     equipped
o    Flight standard separation system
o    Set of ground bolts
o    Set of clamp-band catchers
o    Associated ground support equipment
o    Pyrotechnic test hardware
o    Spares

--------------------------------------------------------------------------------

                           - ARIANESPACE PROPRIETARY -                      -36-
<PAGE>
                                              Part 5 - GRS and Optional Services
--------------------------------------------------------------------------------

<CAPTION>
<S>                                                                      <C>         <C>             <C>
Supply of consumable material for one test (separation system) :
o    Set of igniters
o    Set of bolt cutters
o    Set of flight bolts
o    Set of clamp-band catchers
ARIANESPACE support for interface test (4 days max.)
Equipment transport and personnel travel expenses, corresponding
to the incurred cost, will be invoiced to the Customer

------------------------------------------------------------------------------------------------------------------
</TABLE>

*Shall be included in the price if the fit check/shock test is dictated by
Contractor changes to the adapter or separation system.







                           - ARIANESPACE PROPRIETARY -
                                                                            -37-
<PAGE>
                                              Part 5 - GRS and Optional Services
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                 Latest Date
                                                                                                 for option
                                                                                     Price       request (in
           Optional services                                             Ref. #      (kC)          months)
------------------------------------------------------------------------------------------------------------------

<S>                                                                      <C>         <C>             <C>
D -  Range Operations and services

o    Campaign extension above contractual duration caused by             D 10        [***]           [***]
the customer
                                                            Per day :

o    Additional shipment of spacecraft support equipment from            D 11        [***]           [***]
Cayenne to CSG, one way (see conditions in the General Range
Support description): One trailer for 1 to 3 ten feet pallet or
container per trailer.

o    Extra working shift for S/C and equipment arrival                   D 12        [***]           [***]
                                                 Per shift (8 hours):

o    Extra working shift, before beginning of hazardous POC              D 13        [***]           [***]
operations requestedd by the customer
                                                Per shift (8 hours):

o    Extra working shift, after beginning of hazardous POC               D 14        [***]           [***]
operations requested by the customer
                                                 Per shift (8 hours):

o    Chemical analysis for propellant except Xenon                       D 15        [***]           [***]
o    Chemical analysis for Gas & particles                               D 16        [***]           [***]
o    Spacecraft balancing                                                D 17        [***]           [***]
o    Spacecraft weighing                                                 D 18        [***]           [***]
o    Technical photos                                                    D 20        [***]           [***]
o    Film processing                                                     D 21        [***]           [***]
o    Transmission of TV Launch coverage to Paris                         D 22        [***]           [***]

o    On board camera                                                     D 24        [***]           [***]
o    Internet video corner during the Spacecraft campaign                D 25        [***]           [***]

o    Access to offices and LBC outside working hours without             D 26        [***]           [***]
     ARIANESPACE/CSG support during the campaign duration
------------------------------------------------------------------------------------------------------------------
</TABLE>

                           - ARIANESPACE PROPRIETARY -                      -38-
<PAGE>
                                              Part 5 - GRS and Optional Services
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                 Latest Date
                                                                                                 for option
                                                                                     Price       request (in
           Optional services                                             Ref. #      (kC)          months)
------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>         <C>             <C>
E - Quality Reporting

A dedicated access right and adequate visibility on the Quality          E 10        [***]           [***]
Assurance (QA) system can be given through the steps listed below :

o    Quality System Presentation
A Quality System Presentation (QSP) is included in the agenda of the
contractual Kick-off Meeting. This general presentation explicitly
reviews the Product Assurance provisions defined in the ARIANESPACE
QUALITY MANUAL.

o    Quality Status Meeting
A specific Quality Status Meeting (QSM) may be organized about 12
months before the Launch with special emphasis on major Quality and
Reliability aspects (including failure reporting), relevant to the
CUSTOMER Launch Vehicle batch. In addition, visits to main contractor
facilities may be organized, if necessary.

o    Quality Status Review
A Quality Status Review (QSR) may be organized about four months
before the Launch to review the CUSTOMER Launch Vehicle hardware.


In the same time frame, and if necessary, special assistance is
provided to the CUSTOMER to facilitate his understanding of the
ARIANE Quality Documentation that builds up progressively.


The information given to the CUSTOMER is subject to the
confidentiality provisions described in Article 16 of the Agreement.

------------------------------------------------------------------------------------------------------------------
</TABLE>


                           - ARIANESPACE PROPRIETARY -                      -39-
<PAGE>
                                              Part 5 - GRS and Optional Services
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                 Latest Date
                                                                                                 for option
                                                                                     Price       request (in
           Optional services                                             Ref. #      (kC)          months)
------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>         <C>             <C>
F - Miscellaneous





------------------------------------------------------------------------------------------------------------------
</TABLE>





                           - ARIANESPACE PROPRIETARY -                      -40-