<PAGE>


***  Certain confidential portions of this Exhibit were omitted by means of
     blackout of the text (the "Mark"). This Exhibit has been filed separately
     with the Secretary of the Securities and Exchange Commission without the
     Mark, pursuant to the Company's application requesting confidential
     treatment under Rule 24b-2 under the Securties Exchange Act of 1934, as
     amended.

                              SETTLEMENT AGREEMENT


This Settlement Agreement is made on 1-Oct-2002 by and between Globecomm
Systems Inc., a corporation organized and existing under the laws of the State
of Delaware and having its primary place of business at 45 Oser Avenue,
Hauppauge, New York 11788 (hereinafter "GSI") and Loral Skynet(R), a division of
Loral SpaceCom Corporation, a corporation organized and existing under the laws
of the State of Delaware, and having a place of business at 500 Hills Drive,
Bedminster, New Jersey 07921 (hereafter "SKYNET"); each of them referred to
individually as a "Party" and collectively as the "Parties".

WHEREAS, on 28-June-2002 GSI gave SKYNET a guaranty securing certain specified
payment obligations undertaken by GSI's wholly-owned subsidiary NetSat Express,
Inc. (hereinafter "NetSat") in an agreement between SKYNET and NetSat (the
"Skynet-NetSat Agreement") (said guaranty hereinafter referred to as the
"Corporate Guaranty"), attached hereto for reference as Attachment 1; and

WHEREAS, NetSat Express, Inc. has defaulted on its payment obligations in the
agreement underlying the Corporate Guaranty; and

WHEREAS, SKYNET has asserted its right to file claims against GSI under the
Corporate Guaranty for payments based on an acceleration clause contained in the
underlying agreement and GSI has rejected the applicability of the acceleration
clause to the Corporate Guaranty and asserted its rights to pursue its legal
remedies; and

WHEREAS, SKYNET and NetSat have agreed to terminate the agreement underlying the
Corporate Guaranty, and that it is appropriate to terminate the Corporate
Guaranty, in consideration of this Settlement Agreement and in consideration of
NetSat assigning certain agreements (hereinafter referred to as the "Customer
Contracts") to SKYNET as specified in the termination agreement between SKYNET
and NetSat; and

WHEREAS, SKYNET requires a guaranty of partial performance of one of the
contracts assigned by NETSAT under the termination agreement between SKYNET and
NETSAT and GSI has agreed to provide such a guaranty; and

WHEREAS, SKYNET and GSI desire to settle their dispute regarding the Corporate
Guaranty.


NOW THEREFORE, in consideration of the above and the mutual covenants and
agreements contained herein, GSI and SKYNET hereby agree as follows:


     1.   GSI shall pay SKYNET, an amount equal to [***] as full and final
          settlement of any amounts which may be owed now or hereafter by GSI to
          SKYNET under the Corporate Guaranty. Said settlement shall be paid in
          the following manner: [***] to be paid immediately upon execution of
          this Agreement; and [***] payable within ten (10) days after the
          execution of this Agreement; and [***] payable upon receipt by NETSAT
          of

-------------------------------------------------------------------------------
                                                            Settlement Agreement
                                                                     Page 1 of 4
                                                                       25-Oct-02

     ***  Portions of this page have been omitted pursuant to a request for
          Confidential Treatment and filed separately with the Securities and
          Exchange Commission

<PAGE>


          payment from [***] for October-2002 services under the [***]
          Customer Contract assigned to SKYNET by NETSAT.

          Payments to be made pursuant to this Section 1 shall be made in
          immediately available U.S. dollars by electronic funds wire transfer
          as follows:

                  Wire Information:         [***]
                  Bank Name:                [***]
                  Bank Account:             [***]
                  Loral Account:            [***]

          To ensure accuracy, GSI should also include the Account number [***].

     2.   Concurrently with the execution hereof, GSI and SKYNET shall enter
          into a separate agreement for satellite space segment services to be
          provided by SKYNET to GSI under terms as contained in Attachment 2
          hereto, and an Amendment to the agreement between NetSat and SKYNET
          dated 29 November 2001, as amended, assigning to GSI said agreement.

     3.   [***]

          The indemnification provided in this paragraph 3 is subject to and
          expressly conditioned on the following:

          i.   SKYNET shall notify GSI in writing of the nature of the claim as
               soon as practicable and, in any event, not more than ten days
               after SKYNET receives notice of the assertion of the claim; and

          ii.  GSI may, in its sole and absolute discretion, elect to take over
               the defense of any claim and SKYNET shall provide GSI with all
               information requested concerning the claim or the defense of the
               claim and shall otherwise cooperate with GSI in GSI's defense of
               the claim; and


-------------------------------------------------------------------------------
                                                            Settlement Agreement
                                                                     Page 2 of 4
                                                                       25-Oct-02


***  Portions of this page have been omitted pursuant to a request for
     Confidential Treatment and filed separately with the Securities and
     Exchange Commission

<PAGE>


          iii. In the event GSI does not elect to take over the defense of any
               claim, SKYNET shall defend the claim in the same manner that it
               would defend a similar, un-indemnified claim against SKYNET, and
               shall keep GSI informed of the status of the claim; and

          iv.  SKYNET shall not consent to the entry of any judgment, enter into
               any settlement or pay any claim without first obtaining GSI's
               express written consent for such entry of judgment, settlement or
               payments. The indemnification provided in this paragraph 3 shall
               not be deemed a waiver or limitation of any right GSI may have in
               law or at equity to recover any damages or amounts, including
               damages or amounts resulting from this indemnification, from
               SKYNET due to SKYNET's breach of this Agreement or any other
               agreement between GSI and SKYNET.

     4.   [***]

     5.   All disputes arising in connection with the present Agreement shall be
          finally settled under the Rules of Conciliation and Arbitration of the
          United Nations Commission of International Trade Law (UNCITRAL Rules)
          by one or more arbitrators appointed in accordance with said Rules;
          where said rules require the appointment of an arbitrator by an
          independent organization, the Parties agree that such arbitrator shall
          be appointed by the American Arbitration Association. The arbitration
          shall take place in New York City, New York, USA, and shall be
          conducted in English. The arbitrator shall apply the substantive (not
          the conflicts) law of New York. The award shall be in United States
          dollars. Judgment upon the award rendered in the arbitration may be
          entered in any court having jurisdiction thereof. Each Party shall
          bear its own expenses (including attorney's fees) and an equal share
          of the expenses of the arbitrator and the fees of the arbitration.
          Nothing in this Agreement shall be construed to preclude any party
          from seeking injunctive relief in order to protect its rights pending
          mediation or arbitration. A request by a party to a court for such
          injunctive relief shall not be deemed a waiver of the obligation to
          arbitrate.

     6.   General.

          a.   A waiver by either party of any of the terms and conditions of
               this Agreement in any instance shall not be deemed or construed
               to be a waiver of such term or condition for the future, or of
               any subsequent breach thereof.

          b.   This Agreement shall be governed by and construed under the laws
               of the State of New York, USA, without giving effect to its
               conflict of law principles.

-------------------------------------------------------------------------------
                                                            Settlement Agreement
                                                                     Page 3 of 4
                                                                       25-Oct-02


***  Portions of this page have been omitted pursuant to a request for
     Confidential Treatment and filed separately with the Securities and
     Exchange Commission

<PAGE>


          c.   This Agreement shall inure to the benefit of and be binding upon
               the respective successors and permitted assigns of the parties
               hereto.

          d.   The Parties acknowledge and agree that notwithstanding anything
               to the contrary contained in this Agreement, neither of them
               shall transfer or assign its rights and/or obligations under this
               Agreement to any third parties without the express written
               consent of the other, which consent shall not be unreasonably
               withheld, except for consent to the transfer or assignment of
               less than the whole of the rights and/or obligations under this
               Agreement, in which case it shall be reasonable for either Party
               to withhold its consent. Notwithstanding the previous sentence,
               SKYNET expressly shall have the right to assign this Agreement
               including its rights, duties and obligations hereunder, to its
               parent corporation to a bank (but only SKYNET's right to payments
               hereunder may be assigned to a bank without GSI's consent), or in
               connection with the merger or acquisition of its satellite
               business.

          e.   To facilitate execution, this Agreement may be executed in two
               identical counterparts; and the signature of each party shall
               appear on each counterpart. Either counterpart shall constitute
               an original, binding version of this Agreement. Facsimile
               signatures shall have the same legal effect as original
               signatures and this Agreement shall be binding upon the receipt
               of facsimile signature of each of the Parties. Notwithstanding
               the foregoing, each party shall deliver to the other a signed
               copy bearing the former's original signature within a reasonable
               period of time following execution of this Agreement.

     7.   This Settlement Agreement, including the Attachment 2 hereto,
          constitutes the entire agreement between GSI and SKYNET relative to
          payments due now or hereafter under the Corporate Guaranty, and
          supercedes any other oral or written agreements, commitments or
          understandings that relate to the Corporate Guaranty. The terms of
          this Settlement Agreement are confidential and neither Party shall
          disclose the existence or terms of this Settlement Agreement without
          the prior written consent of the other, except to the limited extent
          that any such disclosure is required by applicable law, rule, or
          regulation, including any disclosure requirements imposed on publicly
          traded companies by the Securities and Exchange Commission.



IN WITNESS WHEREOF, the Parties hereto have entered into this Settlement
Agreement as of the day and year first above written.


GLOBECOMM SYSTEMS INC.                      LORAL SKYNET, A DIVISION OF
                                            LORAL SPACECOM CORPORATION


SIGNATURE: /s/ David E. Hershberg           SIGNATURE: /s/ Eric Zahler
          ----------------------------                --------------------------
PRINTED NAME: David E. Hershberg            PRINTED NAME: Eric Zahler
             -------------------------                   -----------------------
TITLE:        CEO                           TITLE: President
      --------------------------------            ------------------------------
DATE:     25-Oct-2002                       DATE:  10/25/02
     ---------------------------------      ------------------------------------

-------------------------------------------------------------------------------
                                                            Settlement Agreement
                                                                     Page 4 of 4
                                                                       25-Oct-02



<PAGE>



                        ATTACHMENT 1 - CORPORATE GUARANTY



















<PAGE>


                               CORPORATE GUARANTY
                               ------------------


         THIS GUARANTY is given by Globecomm Systems Inc., a Delaware
corporation with an address at 45 Oser Avenue, Hauppauge, New York 11788
(hereinafter referred to as the "Guarantor") to and in favor of Loral Skynet, a
Division of Loral SpaceCom Corporation, (hereinafter referred to as the "Secured
Party"), as of the 28th day of June 2002.

         WHEREAS, the Secured Party and NetSat Express, Inc., a Delaware
Corporation having its principal place of business at 45 Oser Avenue, Hauppauge,
New York 11788 ("NetSat") are parties to that certain Agreement Concerning
Skynet Space Segment Service dated 7-March-2000, as amended (the "Agreement");

         WHEREAS, NetSat is a wholly owned subsidiary of the Guarantor, and
Guarantor has agreed to ensure the performance by NetSat of certain specified
obligations under the Agreement;

         WHEREAS, under the Agreement, NetSat undertakes various obligations and
responsibilities in favor of the Secured Party; and

         WHEREAS, Secured Party has agreed to enter into an amendment of the
Agreement only upon execution and delivery of this Guaranty by the Guarantor;

         NOW, THEREFORE, in order to induce Secured Party to enter into the
amendment of the Agreement and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:

         1.  GUARANTY. Guarantor hereby unconditionally, absolutely and
irrevocably guaranties payment by NetSat of its obligations under the Agreement
for West to East Capacity transponder 4(K1) and East to West Capacity
transponder 2(K7) beginning from the date of this Guaranty and continuing
through the end of the term of the Agreement (the "Obligations"). This guaranty
is limited to the payments due under the Agreement for the transponders
specifically listed herein and shall not be extended to any other obligations or
payments due by NetSat under the Agreement. The Obligations guaranteed hereunder
are as provided in Attachment 1 hereto.

         2.  MODIFICATION OF OBLIGATIONS; EFFECT OF OTHER GUARANTY. The
Guarantor consents that the Obligations may from time to time, in whole or in
part, be renewed, extended, modified, accelerated, compromised, settled or
released by Secured Party; that any security or other guaranty in addition to
this Guaranty may be taken by Secured Party from the Guarantor or any other
party in order to secure the payment or performance of the Obligations; and that
any security or other guaranty taken by Secured Party from the Guarantor or any
other party to secure the payment or performance of the Obligations or any right
of setoff, may from time to time, in whole or in part, be exchanged, sold,
waived, released, surrendered or otherwise dealt with by Secured Party; all
without any notice to, further assent by, or loss of any right against, the
Guarantor and without in any way

--------------------------------------------------------------------------------
Globecomm Systems Corporate Guaranty in favor of Loral Skynet        Page 1 of 5

<PAGE>


affecting or releasing the liability of the Guarantor hereunder, except that, in
the event any change results in an increase in the monthly recurring payments
guaranteed hereunder or the total payments due guaranteed hereunder, such
increase shall not be effective unless agreed to in writing by Guarantor.
Secured Party shall not be liable for any failure to collect or realize upon or
otherwise enforce its rights to payment or other discharge of the Obligations or
any security or other guaranty taken therefore, or any part thereof, or for any
delay in so doing, nor shall Secured Party be under any obligation to take any
action whatsoever with regard thereto.

         4.  NATURE OF LIABILITY. This Guaranty shall be a general, continuing,
absolute, irrevocable and unconditional guaranty of performance and payment to
the extent set forth herein, and not of collection, and nothing except the final
payment, performance and/or discharge in full of the obligations guaranteed
hereunder in accordance with the terms of the Agreement shall release Guarantor
from its liability under this Guaranty. Secured Party may, in its sole and
absolute discretion, proceed against Guarantor to enforce its rights hereunder
without being obligated to first or concurrently proceed against any other party
or under the Agreement.

         5.  REINSTATEMENT OF GUARANTY. This Guaranty shall continue to be
effective or be reinstated, as the case may be, with respect to Guarantor, if at
any time payment or performance, or any part thereof, of any of the Obligations
is rescinded or must otherwise be restored or returned by Secured Party upon the
insolvency or bankruptcy of NetSat or any other party liable for any of the
Obligations, or upon or as a result of the appointment of a custodian, receiver,
intervener or conservator for NetSat, such other party, or any substantial part
of the property of NetSat or such other party, or otherwise, all as though
payment or performance had not been made.

         6.  NO WAIVER BY SECURED PARTY OF RIGHTS AND POWERS. No failure on the
part of Secured Party to exercise, and no delay in exercising, any right or
power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise by Secured Party of any right or power hereunder preclude any
other further exercise thereof or of any other right or power.

         7.   REPRESENTATIONS OF GUARANTOR. Acknowledging Secured Party's
reliance on all of the Guarantor's covenants, representations and warranties
contained in this Guaranty, the Guarantor represents and warrants to Secured
Party, that:

              (a) Guarantor has full right, power and authority to execute,
deliver and perform this Guaranty, including all necessary approvals of its
Board of Directors;

              (b) this Guaranty constitutes the legal, valid and binding
obligation of Guarantor, enforceable against Guarantor in accordance with its
terms;

              (c) there is no material default under, or provision to which
Guarantor is subject that materially adversely affects its financial condition
contained in, any indenture, instrument or agreement to which Guarantor is a
party or is otherwise bound, or under or contained in any order, regulation,
ruling or requirement of a court or public body or authority by which Guarantor
is bound; and

--------------------------------------------------------------------------------
Globecomm Systems Corporate Guaranty in favor of Loral Skynet        Page 2 of 5

<PAGE>


              (d) the execution, delivery and performance of this Guaranty
does not and will not violate any provision of law, or conflict with, or result
in a breach of, any agreement to which Guarantor is a party or by which
Guarantor is bound, and does not and will not result in the creation or
imposition of any lien upon any assets or property of Guarantor.

         8.   COVENANTS OF  GUARANTOR.  The  Guarantor  covenants to Secured
Party that from the date of this Guaranty until all of the Obligations are paid,
performed or discharged in full, Guarantor will:

              (a) take such further action as may reasonably be requested by
Secured Party to effect the purposes and intent of the Agreement including,
without limitation, the execution and delivery of any further instruments,
certificates and documents as may be reasonably requested by Secured Party for
the purposes of carrying out the terms and conditions and reflecting the
intention of and transactions contemplated by this Guaranty; and

              (b) upon the occurrence of a material adverse change in the
financial condition of the Guarantor or any of its assets or property, give
prompt notice of such occurrence to the Secured Party.

         9.   GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL. This Guaranty
has been executed, delivered and accepted at Suffolk County, New York, and shall
be interpreted, construed and performed, and the rights and liabilities of the
parties hereto determined, in accordance with the laws of the State of New York,
without regard to its choice of law principles.

         10.  ENTIRE AGREEMENT; AMENDMENTS; SEVERABILITY. This Guaranty
constitutes the entire agreement between the parties hereto with respect to the
subject matter hereof. No amendment, waiver, discharge or termination of this
Guaranty shall be effective except by an instrument in writing duly signed by
the Guarantor. Whenever possible, each provision of this Guaranty shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Guaranty should be prohibited by or invalid under
applicable law, such provisions shall be ineffective to the extent of such
prohibition or invalidation, without invalidating the remainder of such
provision or the remaining provisions of this Guaranty. The parties intend that
the terms of this Guaranty shall be enforced to the greatest extent permitted by
applicable law.

         11.  BINDING EFFECT. This Guaranty shall be binding upon Guarantor and
its successors and assigns and shall inure to the benefit of Secured Party, its
successors, transferees and assigns.

         12.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All agreements,
covenants, representations and warranties of the Guarantor contained herein or
made in writing by the Guarantor in connection with the transactions
contemplated by Agreement shall survive the execution and delivery of this
Guaranty and any investigation at any time made by the parties hereto.

--------------------------------------------------------------------------------
Globecomm Systems Corporate Guaranty in favor of Loral Skynet        Page 3 of 5


<PAGE>


         13.  NOTICES. All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given if delivered by hand or mailed, express, certified or registered
mail, return receipt requested, with postage prepaid, or sent by a nationally
recognized overnight courier service that regularly maintains records of items
picked up and delivered, as follows:


              If to Guarantor:          Globecomm Systems Inc.
                                        45 Oser Ave
                                        Hauppauge, New York 11788
                                        Attention: Director of Contracts

              If to Secured Party:      Loral Skynet
                                        500 Hills Drive
                                        Bedminster, NJ 07921
                                        Attention: Dan Zaffarese, Senior
                                                   Contract Manager


or to such other person or address as the parties shall furnish to each other in
writing. Notices delivered personally shall be deemed communicated as of the
date of actual receipt, mailed notices shall be deemed communicated as of the
date two (2) days after mailing.

         14.  HEADINGS. The headings of the sections of this Guaranty are
inserted for convenience only and shall not constitute a part or affect in any
way the meaning or interpretation of this Guaranty.

         15.  REMEDIES  CUMULATIVE. The  remedies  provided  for herein  shall
be cumulative and shall not preclude assertion by Secured Party of any other
rights or the seeking of any other remedies against Guarantor or any other
party.

         16.  COUNTERPARTS. This Guaranty may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute the same instrument. This Guaranty may be delivered by
facsimile or similar electronic means and such copies shall have the same legal
effect as original signatures.

         IN WITNESS WHEREOF, the undersigned has duly executed this Guaranty as
of the date first above written.


GIVEN BY:                               ACCEPTED BY:
GLOBECOMM SYSTEMS INC.                  LORAL SYNET, A DIVISION OF
                                        LORAL SPACECOM CORPORATION

SIGNATURE: /s/ Julia Hanft              SIGNATURE: /s/ Ted Corus
          -------------------------               ------------------------------
PRINTED NAME: Julia Hanft               PRINTED NAME: Ted Corus
             ----------------------                  ---------------------------
TITLE: Director of Contracts            DATE: 7/17/02
      -----------------------------          -----------------------------------

--------------------------------------------------------------------------------
Globecomm Systems Corporate Guaranty in favor of Loral Skynet        Page 4 of 5


<PAGE>


                               CORPORATE GUARANTY
                            IN FAVOR OF LORAL SKYNET

                                  ATTACHMENT 1
      PAYMENTS OF NETSAT EXPRESS, INC. GUARANTEED BY GLOBECOMM SYSTEMS INC.


In accordance with paragraph 1 of this Guaranty, the following are the sole
payments of NetSat Express, Inc. guaranteed by Globecomm Systems Inc. hereunder:

<TABLE>
<CAPTION>
                                                                                     Monthly Rate
Transponder           Service                  Satellite        Term                 Per Transponder
----------------------------------------------------------------------------------------------------
<S>                   <C>                      <C>              <C>                  <C>


                                                [***]

</TABLE>




--------------------------------------------------------------------------------
Globecomm Systems Corporate Guaranty in favor of Loral Skynet        Page 5 of 5


***  Portions of this page have been omitted pursuant to a request for
     Confidential Treatment and filed separately with the Securities and
     Exchange Commission

<PAGE>


                  ATTACHMENT 2 - AGREEMENT BETWEEN GSI & SKYNET
























<PAGE>


                                                             Service Description
                                         Globecomm Systems Inc. / Telstar 6 & 12
                                                                       25-Oct-02
                                                                     Page 1 of 4


                                AGREEMENT BETWEEN
                             GLOBECOMM SYSTEMS INC.
                                       AND
                                 LORAL SKYNET(R)
                     CONCERNING SKYNET SPACE SEGMENT SERVICE


This Agreement is made this on _________________ by and between Globecomm
Systems Inc., a corporation organized and existing under the laws of the State
of Delaware and having its primary place of business at 45 Oser Avenue,
Hauppauge, New York 11788 (hereinafter referred to as "CUSTOMER" which
expression shall include its successors and permitted assigns) and Loral
Skynet(R), a division of Loral SpaceCom Corporation, a corporation organized and
existing under the laws of the State of Delaware, and having a place of business
at 500 Hills Drive, Bedminster, New Jersey 07921 (hereafter referred to as
"Loral Skynet" or "SKYNET"), which expression shall include its successors and
permitted assigns); each of them referred to individually as a "Party" and
collectively as the "Parties".

                                   WITNESSETH:

WHEREAS, SKYNET has satellite capacity available for the purpose of providing
such capacity to customers; and

WHEREAS, CUSTOMER desires to obtain transponder capacity service on the Telstar
6 and Telstar 12 Satellites to be used for satellite transmission service.

NOW, THEREFORE, CUSTOMER and SKYNET, in consideration of the mutual covenants
expressed herein, agree as follows:


1. SKYNET SERVICES

   1.1  SKYNET offers and CUSTOMER hereby orders SKYNET transponder service
        consisting of service on one (1) 27 MHz 100 Watt Ku-Band Non-Preemptible
        transponder on Telstar 6 and one (1) 54 MHz 125 Watt Ku-Band transponder
        in the West-East direction on Telstar 12, for a term of service as
        indicated in Section 2 ("RATES AND TERM OF SERVICE"). Such service is
        composed of bare transponder capacity, with intrasatellite and
        intersatellite transponder management including Tracking, Telemetry and
        Control (TT&C) and maintenance of the satellite(s) used to provide the
        transponder (or space segment) capacity and protection as ordered by
        CUSTOMER ("the Service").

   1.2  The Service is furnished to CUSTOMER subject to the Agreement which
        consists of this Service Description and the following documents
        attached hereto and incorporated herein by reference:

        (a) General Terms and Conditions, Globecomm Systems Inc./Telstar 6 & 12
        (b) Exhibit A - Circuit Parameters
        (c) Exhibit B - Satellite Access Procedures

<PAGE>


                                                             Service Description
                                         Globecomm Systems Inc. / Telstar 6 & 12
                                                                       25-Oct-02
                                                                     Page 2 of 4


2. RATES AND TERM OF SERVICE

CUSTOMER shall pay a monthly rate for the Service, as set forth in Paragraph 2
of the General Terms and Conditions and the following table:

<TABLE>
<CAPTION>
                                                                              Monthly Rate
Satellite     Transponder      Service                Term                    Per Transponder
---------     -----------      -------                ----                    ---------------
<S>           <C>              <C>                    <C>                     <C>


                                          [***]

</TABLE>


3. SECURITY PAYMENT

CUSTOMER shall provide security deposits in accordance with the following
schedule:

[***]

4. [***]



***  Portions of this page have been omitted pursuant to a request for
     Confidential Treatment and filed separately with the Securities and
     Exchange Commission

<PAGE>


                                                             Service Description
                                         Globecomm Systems Inc. / Telstar 6 & 12
                                                                       25-Oct-02
                                                                     Page 3 of 4


5. WIRE TRANSFER INSTRUCTIONS

All payments shall be made in immediately available U.S. dollars by electronic
funds wire transfer as follows, except as SKYNET may otherwise designate in
writing:

         Wire Information:          [***]
         Bank Name:                 [***]
         Bank Account:              [***]
         Loral Account:             [***]

To ensure accuracy, Customer should also include its SKYNET Account number and
the invoice number for which payment is being made.


6. TRANSPONDER LOADING

The monthly rate as set forth in Paragraph 2 ("RATES AND TERM OF SERVICE") for
the Service includes intrasatellite and intersatellite transponder management
for the uplink of carriers within power and bandwidth constraints per
transponder, subject to intrasatellite and intersatellite coordination, for the
CUSTOMER's initial loading plan ("Initial Loading Plan"). Any changes to such
Initial Loading Plan shall be subject to the provisions of Paragraph 8 ("USE OF
THE SERVICE") of the General Terms and Conditions.


7. NOTICES

All notices, demands, requests, or other communications which may be or are
required to be given, served, or sent by one party to the other party pursuant
to this Agreement (except as otherwise specifically provided in this Agreement)
shall be in writing and shall be delivered by confirmed facsimile, confirmed
overnight mail, by hand or mailed by first-class, registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:

              If to CUSTOMER:      Globecomm Systems Inc.
                                   Attn: Julia Hanft, Director of Contracts
                                   45 Oser Avenue
                                   Hauppauge, NY 11788
                                   Phone: 631-457-1144
                                   Fax: 631-231-9223

              Billing Contact:     Globecomm Systems Inc.
                                   Attn: Andrew C. Melfi, CFO
                                   45 Oser Avenue
                                   Hauppauge, NY  11788
                                   Phone: 631-457-1131
                                   Fax: 631-231-1557



***  Portions of this page have been omitted pursuant to a request for
     Confidential Treatment and filed separately with the Securities and
     Exchange Commission

<PAGE>


                                                            Service Description
                                        Globecomm Systems Inc. / Telstar 6 & 12
                                                                      25-Oct-02
                                                                    Page 4 of 4

              If to SKYNET         LORAL SKYNET
                                   Attn: R. Mortellaro, Marketing & Sales Vice
                                   President
                                   500 Hills Drive, Room 3D09
                                   Bedminster, NJ 07921
                                   Phone: 908-470-2322
                                   Fax: 908-470-2459

              Copy to:             LORAL SKYNET
                                   Attn: Dan Zaffarese, Senior Contract Manager
                                   500 Hills Drive, Room 3D09
                                   Bedminster, NJ 07921
                                   Phone: 908-470-2352
                                   Fax: 908-470-2599


Either party may designate by notice in writing a new address or addressee, to
which any notice, demand, request, or communication may thereafter be so given,
served or sent. Each notice, demand, request, or communication which shall be
delivered, shall be deemed sufficiently given, served, sent or received for all
purposes at such time as it is delivered to the addressee named above as to each
party, with the signed messenger receipt, return receipt, or the delivery
receipt being deemed conclusive evidence of such delivery.


8. ENTIRE AGREEMENT

This Agreement along with matters incorporated herein by reference, constitutes
the entire agreement between CUSTOMER and SKYNET relative to the Service, and
this Agreement can be altered, amended or revoked only by an instrument in
writing signed by both CUSTOMER and SKYNET. CUSTOMER and SKYNET agree hereby
that any prior or contemporaneous oral and written agreements between and among
themselves and their agents and representatives relative to the subject of this
Agreement are superseded and replaced by this Agreement. Any provision of this
Agreement found to be unenforceable or invalid by a court of competent
jurisdiction shall in no way affect the validity or enforceability of any other
provision except that if such invalid or unenforceable provision provided a
material benefit to a party hereto, such party shall have the right to terminate
the Agreement without liability to the other.


IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of
the day and year first above written, and agree to the terms and conditions set
forth herein.

GLOBECOMM SYSTEMS INC.                     LORAL SKYNET, A DIVISION OF LORAL
                                           SPACECOM CORPORATION


Signature:                                 Signature:
          -------------------------                  ---------------------------
Printed Name:                              Printed Name:
             ----------------------                     ------------------------
Title:                                     Title:
      -----------------------------              -------------------------------
Date:                                      Date:
     ------------------------------             --------------------------------




<PAGE>



                                                    General Terms and Conditions
                                         Globecomm Systems Inc. / Telstar 6 & 12
                                                                       13-Nov-02
                                                                    Page 1 of 12


                                     GENERAL
                              TERMS AND CONDITIONS
                                     OF THE
                                AGREEMENT BETWEEN
                                    CUSTOMER
                                       AND
                                  LORAL SKYNET
                          CONCERNING SKYNET(R) CAPACITY


1. WARRANTY EXCLUSIONS

         SKYNET WARRANTS TO CUSTOMER THAT SKYNET WILL PERFORM THE SERVICES
DEFINED HEREIN IN ACCORDANCE WITH GENERALLY ACCEPTED INDUSTRY STANDARDS AND IN
ACCORDANCE WITH THE CIRCUIT PARAMETERS ATTACHED HERETO AS EXHIBIT A. SUBJECT TO
THE ABOVE, SKYNET, ITS PARENT, THEIR SUBSIDIARIES AND THEIR AFFILIATES,
SUBCONTRACTORS AND SUPPLIERS MAKE NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE
PERFORMANCE OF THE SERVICE, AND SPECIFICALLY DISCLAIM ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.


2.   PAYMENT OF CHARGES

         A monthly charge applies each month or fraction thereof that Service is
furnished. Monthly charges start on the first day the Service begins pursuant to
Section 1 ("SKYNET SERVICES") of the Service Description. Charges accrue through
and include the day that the Service is discontinued. When the billing date and
the date that the Service is started, changed, or discontinued do not coincide,
the charges will be adjusted to reflect the fractional part of the month
involved. Any day or part thereof in which Service is provided shall be
considered a full day. Any Service provided in a day (beginning and ending as
determined by Greenwich Mean Time ("GMT")) shall be considered to have been
rendered for a full day. Partial monthly billing is based on the actual number
of days in each month. Monthly charges will be billed during the first week of
each month in which service is being provided; payment is due on or before the
first day of the following month, as specified on the bill. Service may be
discontinued for nonpayment of bill ten (10) days beyond notice of payment past
due. All payments by CUSTOMER to SKYNET hereunder shall be made in U.S. dollars;
shall be deemed to be made upon receipt of collected funds by SKYNET; and shall
be made via bank wire transfer to the bank account designated by SKYNET in
Section 4 of the Service Description. Any and all transfer, exchange or similar
fees associated with the payment of the bill are the responsibility of CUSTOMER.

       2.1 SECURITY PAYMENT

         To safeguard its interests, SKYNET requires Customers to remit a
security deposit. The amount of the security deposit and the date due are as
specified in Section 3 of the Service Description ("SECURITY PAYMENT"). Failure
to remit such required security payment in a timely manner shall be considered a
material breach of this Agreement. Such deposit will be held as a guarantee for
the payment of any or all charges due hereunder. This security deposit does not
relieve the Customer of the responsibility for the prompt payment of bills upon
presentation. The security deposit will be held by SKYNET and applied to the
Customer's final bill(s). All of the security deposit amount in excess of the
last billed amounts will be refunded to the Customer upon the expiration or
earlier termination of this Agreement.


3. INTEREST ON LATE PAYMENTS

         In the event any payment is not received from CUSTOMER on the due date
therefore, SKYNET reserves the right to add interest on the late payments at the
rate of eighteen percent (18%) per annum, or the highest legally permissible
rate of interest, whichever is lower, and all interest or discounting shall be
compounded on a monthly basis. Such late payments, including interest, shall be
payable with the amount due and calculated from the date payment was due until
the date it is received by SKYNET. SKYNET shall provide separate invoices for
any interest charged, or shall detail interest as a separate line item on
invoices for services.


4. TAXES

       4.1   Other than for taxes on SKYNET's net income,

LORAL is a registered trademark of Loral Space and Communications
Corporation/Ltd.
SKYNET and its logo are registered trademarks of Loral SpaceCom
Corporation.

                            LORAL SKYNET PROPRIETARY

<PAGE>


                                                    General Terms and Conditions
                                         Globecomm Systems Inc. / Telstar 6 & 12
                                                                       13-Nov-02
                                                                    Page 2 of 12


             CUSTOMER agrees to pay all applicable use, excise, sales,
             privilege, gross receipts, Universal Service Fund assessments,
             use and transfer taxes, similar taxes, duties, imposts, levies,
             value-added taxes, fees, assessments (including government and/or
             signatory "mark-up" on service(s)) or similar liabilities however
             denominated, ("Taxes") that are or may be directly levied by any
             applicable government authority on account of the Service or
             payments made under this Agreement, on or after the consummation
             of this Agreement. Taxes are not included in the charges for
             service and will be separately stated on CUSTOMER's invoice or
             statement of account. CUSTOMER may in good faith and by
             appropriate legal proceedings contest the validity, applicability
             or amount of any Taxes assessed or levied under the foregoing
             provisions, and SKYNET agrees to cooperate with CUSTOMER in any
             such contest and will permit CUSTOMER to contest the same, at
             CUSTOMER's cost and expense. Should SKYNET pay or be required to
             pay these Taxes, CUSTOMER shall promptly reimburse SKYNET for
             such payments upon receipt of an invoice from SKYNET.

       4.2   Notwithstanding anything to the contrary contained in this
             Agreement, the nonpayment of any such contested Taxes by CUSTOMER
             in connection with such contest shall not be deemed a default
             hereunder until final determination (including appeals) in such
             contest and expiration of any date established for filing an appeal
             therein, except that it shall be a default if SKYNET has been
             required to pay such Taxes and CUSTOMER does not promptly reimburse
             SKYNET as set forth in 4.1 above. In the event CUSTOMER initiates
             or directs SKYNET to initiate any contest of the TAXES, CUSTOMER
             agrees to indemnify SKYNET for any interest or penalty assessed on
             Taxes finally adjudged to be due and owing by the appropriate
             local, state, national or federal tax authority.


5. NON-PREEMPTIBLE SERVICE

         "Non-Preemptible" Service is not protected in the event of Failure as
defined in Section 6 ("SERVICE INTERRUPTION OR FAILURE") hereof. In the event
any non-protected Service provided hereunder becomes a Failure as defined in
Section 6 ("SERVICE INTERRUPTION OR FAILURE"), SKYNET may, in its sole
discretion, attempt to restore Service on the satellite. If SKYNET is unable to
restore Service on the satellite at the time of such failure, then SKYNET may,
in its sole discretion, offer to restore the Service on an available transponder
of the same frequency band, having the same bandwidth and the same or different
power as the failed transponder, on the same satellite or on another SKYNET
satellite then in orbit. However, if SKYNET offers to restore the affected
Service on a satellite other than the satellite on which the failed Service was
provided, then CUSTOMER may reject Service on such other satellite with notice
to SKYNET within twenty four (24) hours of SKYNET having offered such Service to
CUSTOMER. If SKYNET does not restore or attempt to restore Service, or CUSTOMER
rejects such restoration, the Failed Service will terminate as of the moment of
the Failure pursuant to Section 19.3 hereof


6. SERVICE INTERRUPTION OR FAILURE

       6.1   Interruption - for the purpose of this Agreement an interruption
             ("Interruption") shall be defined as any period during which the
             Service fails to meet the circuit parameters set forth in Exhibit A
             ("CIRCUIT PARAMETERS") attached hereto and incorporated by
             reference, as measured by SKYNET at its applicable earth station,
             such that the Service is unavailable for its intended commercial
             purpose

       6.2   Failure - for the purpose of this Agreement a failure ("Failure")
             shall be defined as any of the following:

         a)    the inability, for any period of sixty (60) consecutive minutes,
               to pass signals through a transponder when it is illuminated with
               any authorized transmitted carrier, or
         b)    an Interruption for any period of twenty four (24) consecutive
               hours, or
         c)    ten (10) or more Interruptions of at least one (1) minute or
               longer per occurrence within any period of thirty (30)
               consecutive days.

         For purposes of this Section 6 ("SERVICE INTERRUPTION OR FAILURE"),
         measurement of periods of Interruption or Failure shall commence only
         upon CUSTOMER's written or verbal notification to SKYNET's applicable
         earth station and CUSTOMER having vacated its signal from the affected
         transponder to permit SKYNET's verification of the existence of the
         Interruption or Failure or at the time identified by SKYNET in any
         notice it provides to CUSTOMER.

       6.3   The following shall not constitute an Interruption or Failure:

         (i)   Service Testing - As described in Section 7.1 herein.


                            LORAL SKYNET PROPRIETARY

<PAGE>


                                                    General Terms and Conditions
                                         Globecomm Systems Inc. / Telstar 6 & 12
                                                                       13-Nov-02
                                                                    Page 3 of 12

         (ii)  Emergency Testing - As described in Section 7.2 herein.

         (iii) The inability to provide the Service due to a Force Majeure
               condition as described in Section 9.5, hereof.


7. TESTING

       7.1   Service Testing - SKYNET may perform service testing by providing a
             minimum of forty-eight (48) hours prior notice to CUSTOMER and
             after making reasonable efforts to coordinate such testing with
             CUSTOMER to minimize disruption of CUSTOMER's use of the Service.
             SKYNET shall limit such testing to circumstances in which testing
             is necessary to maintain or initiate new service on the Serving
             Satellite, to properly coordinate with other satellite users or
             operators, or to otherwise prudently manage its satellites while
             minimizing Service Testing to the greatest extent possible;

       7.2   Emergency Testing - SKYNET may, at its sole discretion, perform
             Emergency Testing after providing CUSTOMER as much notice as is
             reasonably possible under the circumstances, and only for the
             purpose of restoring, or determining the cause of a failure of a
             component or subsystem on the Serving Satellite, in response to an
             order of a court with valid jurisdiction or the FCC, to determine
             the cause or source of interference, and/or to protect the overall
             satellite performance.


8. USE OF THE SERVICE

         The monthly rate as set forth in Section 2 ("RATES AND TERM OF
SERVICE") of the Service Description includes management for the uplink of
carriers to the transponder(s) provided hereunder for CUSTOMER's initial loading
plan ("Initial Loading Plan"). If CUSTOMER desires to transmit to any
transponder in any manner different ("Different Loading Plan") than its Initial
Loading Plan, then the following shall apply:

         (i)    If the Different Loading Plan involves Digital Carriers, then
                CUSTOMER shall provide the Different Loading Plan to SKYNET, no
                later than fourteen (14) days prior to the start date of such
                Different Loading Plan, identifying its characteristics. In the
                event that SKYNET is required to perform any maintenance or
                troubleshooting activity involving the affected Service,
                CUSTOMER must furnish the Different Loading Plan on demand, and

         (ii)   If the Different Loading Plan involves the addition of or
                changes to an FM Television Carrier or any Other Type Of
                Carrier, then CUSTOMER shall provide a written request to
                SKYNET, no less than sixty (60) days prior to the desired start
                date of such Different Loading Plan, identifying the
                characteristics, and the desired start date of such Different
                Loading Plan. SKYNET shall coordinate such proposed Different
                Loading Plan to determine if its use could reasonably be
                expected to result in either intrasatellite or intersatellite
                interference, and, based on the results of such coordination,
                SKYNET shall either authorize or reject, the use of such
                proposed Different Loading Plan, in a timely fashion, in writing
                to CUSTOMER. Such authorization shall not be unreasonably
                withheld.

         (iii)  Notwithstanding anything in this Agreement to the contrary,
                CUSTOMER may obtain SKYNET's authorization for more than one
                Different Loading Plan for any transponder provided hereunder,
                for any period of time, during the term of this Agreement.

         (iv)   In the event that CUSTOMER uplinks to any transponder in any
                manner different from that authorized by SKYNET ("Unauthorized
                Loading Plan") pursuant to either its Initial Loading Plan or
                any other authorized Different Loading Plan for the affected
                transponder, whether analog or digital, SKYNET may, in its sole
                discretion, require CUSTOMER to discontinue the use of such
                Unauthorized Loading Plan until such time as SKYNET authorizes
                the use of such uplink such that it becomes a Different Loading
                Plan pursuant to the provisions of this Agreement, including by
                way of illustration and not of limitation, Section 8 hereof
                ("USE OF THE SERVICE").


9. LIMITATION OF LIABILITY

       9.1   WITH RESPECT TO ANY CLAIM OR SUIT, BY CUSTOMER OR BY ANY OTHERS,
             FOR DAMAGES ASSOCIATED WITH THE INSTALLATION, PROVISION,
             TERMINATION, MAINTENANCE, REPAIR OR RESTORATION OF SERVICE, AND
             SUBJECT TO SECTIONS 9.2. AND 9.5. FOLLOWING, SKYNET'S LIABILITY, IF
             ANY, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE PROPORTIONATE CHARGE
             PROVIDED FOR

                            LORAL SKYNET PROPRIETARY

<PAGE>


                                                    General Terms and Conditions
                                         Globecomm Systems Inc. / Telstar 6 & 12
                                                                       13-Nov-02
                                                                    Page 4 of 12


             UNDER THIS AGREEMENT FOR THE SERVICE FOR THE PERIOD DURING WHICH
             THE SERVICE WAS AFFECTED, BUT IN NO CASE SHALL EXCEED
             $100,000.00. THIS LIABILITY FOR DAMAGES SHALL BE IN ADDITION TO
             ANY AMOUNTS THAT MAY OTHERWISE BE DUE CUSTOMER UNDER THIS
             AGREEMENT AS A CREDIT ALLOWANCE FOR INTERRUPTIONS DESCRIBED
             HEREIN.

       9.2   SKYNET IS NOT LIABLE FOR DAMAGES ASSOCIATED WITH SERVICE, CHANNELS,
             OR EQUIPMENT, THAT IT DOES NOT FURNISH.

       9.3   SKYNET, ITS PARENT, THEIR SUBSIDIARIES AND AFFILIATES, AND THE
             DIRECTORS, EMPLOYEES, AGENTS AND SUBCONTRACTORS OF ALL OF THEM,
             SHALL BE INDEMNIFIED, DEFENDED, AND HELD HARMLESS BY CUSTOMER
             AGAINST ALL CLAIMS, LOSSES, OR DAMAGES RESULTING FROM THE USE OF
             SERVICES FURNISHED PURSUANT TO THIS AGREEMENT, INVOLVING:

             9.3.1.  CLAIMS FOR LIBEL, SLANDER, INVASION OF PRIVACY,
                     INFRINGEMENT OF COPYRIGHT, OR ANY CLAIM BASED ON THE
                     CONTENT OF ANY TRANSMISSION ARISING FROM ANY COMMUNICATION;

             9.3.2.  CLAIMS FOR PATENT INFRINGEMENT ARISING FROM COMBINING OR
                     USING THE SERVICE FURNISHED BY SKYNET IN CONNECTION WITH
                     FACILITIES OR EQUIPMENT FURNISHED BY OTHERS; OR

             9.3.3.  ALL OTHER CLAIMS ARISING OUT OF ANY ACT OR OMISSION OF
                     OTHERS RELATING TO SERVICES PROVIDED PURSUANT TO THIS
                     AGREEMENT.

       9.4   NO LICENSE UNDER PATENTS (OTHER THAN THE LIMITED LICENSE TO USE) IS
             GRANTED BY SKYNET OR SHALL BE IMPLIED OR ARISE BY ESTOPPEL, WITH
             RESPECT TO ANY SERVICE OFFERED UNDER THIS AGREEMENT. SKYNET WILL
             DEFEND CUSTOMER AGAINST CLAIMS OF PATENT INFRINGEMENT ARISING
             SOLELY FROM THE USE BY CUSTOMER OF SERVICES OFFERED UNDER THIS
             AGREEMENT AND WILL INDEMNIFY CUSTOMER FOR ANY DAMAGES AWARDED BASED
             SOLELY ON SUCH CLAIMS.

       9.5   SKYNET SHALL NOT BE LIABLE FOR SERVICE INTERRUPTIONS RESULTING FROM
             ANY CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, BUT NOT
             LIMITED TO, ACTS OF GOD, FIRE, FLOOD, ADVERSE WEATHER CONDITIONS,
             METEOROLOGICAL OR ATMOSPHERIC OCCURRENCES OR DISTURBANCES
             (INCLUDING, BUT NOT LIMITED TO, SUN OUTAGES) OR OTHER NATURAL
             EVENTS, AN IRREPARABLE SATELLITE COMPONENT FAILURE, REGARDLESS OF
             THE CAUSE(S) OF SUCH FAILURE, EXTERNALLY-CAUSED INTERFERENCE, ACTS
             OF GOVERNMENT (INCLUDING, BUT NOT LIMITED TO, ANY LAW, RULE, ORDER,
             REGULATION OR DIRECTION OF THE UNITED STATES GOVERNMENT OR OF ANY
             OTHER GOVERNMENT, OR OF ANY INSTRUMENTALITY THEREOF, OR OF ANY
             CIVIL OR MILITARY AUTHORITY); NATIONAL EMERGENCIES; INSURRECTIONS;
             RIOTS; ACTS OF WAR; CIVIL DISORDER; QUARANTINE RESTRICTIONS;
             EMBARGOES, STRIKES, LOCKOUTS, WORK STOPPAGES, LABOR DIFFICULTIES,
             OR ACTS OR OMISSIONS OF CUSTOMER OR ITS EMPLOYEES, AGENTS OR
             CONTRACTORS. EACH SUCH EVENT SHALL CONSTITUTE A FORCE MAJEURE.

             IN THE EVENT OF AN INTERRUPTION OR FAILURE AS DEFINED IN SECTION
             6 HEREOF ("SERVICE INTERRUPTION OR FAILURE") THAT WOULD OTHERWISE
             QUALIFY FOR A CREDIT ALLOWANCE (AS DEFINED IN SECTION 11, HEREOF
             "CREDIT ALLOWANCE") BUT FOR THE FACT THAT SUCH INTERRUPTION OR
             FAILURE RESULTED FROM A FORCE MAJEURE, SKYNET'S OBLIGATION TO
             PROVIDE THE SERVICE AND CUSTOMER'S OBLIGATION TO PAY FOR THE
             SERVICE NOT YET PROVIDED WILL BE SUSPENDED UNTIL (I) THE SERVICE
             IS RESTORED; (II) SKYNET OFFERS TO PROVIDE ALTERNATIVE SERVICE
             THAT COMPLIES WITH THE CIRCUIT PARAMETERS, OR (III) UNTIL 30 DAYS
             HAVE ELAPSED, WHICHEVER IS LESS. IF WITHIN SUCH THIRTY (30) DAY
             PERIOD SKYNET IS ABLE TO EFFECT (I) OR (II) ABOVE, THE PARTIES'
             RESPECTIVE OBLIGATIONS HEREUNDER SHALL BE REINSTATED FOR THE
             REMAINDER OF THE TERM OF THIS AGREEMENT. IF SERVICE IS NOT
             REINSTATED AT THE END OF SUCH 30-DAY PERIOD, EITHER PARTY MAY
             TERMINATE THIS AGREEMENT BY PROVIDING WRITTEN NOTICE THEREOF.

       9.6   NOTWITHSTANDING ANYTHING TO THE


                            LORAL SKYNET PROPRIETARY



<PAGE>
                                                    General Terms and Conditions
                                         Globecomm Systems Inc. / Telstar 6 & 12
                                                                       13-Nov-02
                                                                    Page 5 of 12


             CONTRARY, SKYNET SHALL NOT BE LIABLE FOR INCIDENTAL, INDIRECT,
             SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, SAVINGS OR
             REVENUES OF ANY KIND, WHETHER OR NOT SKYNET HAS BEEN ADVISED OF
             THE POSSIBILITY OF SUCH DAMAGES.

10. LAUNCH SERVICES

         To the extent required by the launch services provider for launch
services provided in connection with the launch of any satellite(s) contemplated
by this Agreement, CUSTOMER shall have no right of action against the launch
services contractor, other third party customers of the launch services
contractor or their respective associates, for any loss or damage including, but
not limited to, damage for bodily harm (including death) and damage to property
suffered by CUSTOMER resulting from the performance of the launch services
agreement by such parties. CUSTOMER further irrevocably agrees to a no-fault, no
subrogation waiver of liability, and waives the right to make any claim or to
instigate any judicial proceeding in connection with such claim, against the
launch services contractor or their associates, in each case for any such damage
suffered by CUSTOMER resulting from the performance of the launch services
agreement by such parties. In the event that one or more associates of CUSTOMER
(in their capacities as such) shall proceed against the launch services
contractor, the third party customers or their associates as a result of any
such damage suffered by CUSTOMER and caused by the launch services contractor,
the third party customers or their associates resulting from the performance of
the launch services agreement by such parties, CUSTOMER shall indemnify, hold
harmless, dispose of any such claim and defend, when not contrary to the
governing rules of procedures where the action takes place, the launch services
contractor, such third party customers and their associates from any loss,
damage, liability or expense, including reasonable attorney's fees, on account
of such damage, injury or death, and shall pay all expenses and satisfy all
judgments that may be incurred by or rendered against said indemnities in
connection with such proceeding. As used herein, (i) the term "associates"
means, with respect to any person, individuals or legal entities which act,
directly or indirectly, on behalf of or at the direction of such person to
fulfill the obligations of such person, including such person's employees,
suppliers and subcontractors (when so acting) and (ii) the term "third party
customers" means other customers of the launch services contractor that use the
launch services contractor's launch services for the same launch.

11. CREDIT ALLOWANCES

       11.1  Credit allowances, may be given to CUSTOMER for Interruptions
             and/or Failures as defined in Section 6 ("SERVICE INTERRUPTION OR
             FAILURE") above. These credit allowances will be applied against
             future payments or in the event of such Interruption or Failure
             during the final month of Service will result in a refund equal to
             the amount of the credit allowance. An Interruption or Failure
             period begins when CUSTOMER reports the service to be Interrupted
             or Failed and releases the affected Service for testing and repair
             or at the time identified by SKYNET in any notice it provides to
             CUSTOMER. An Interruption or Failure period ends when the Service
             is operative. If CUSTOMER reports a Service to be Interrupted or
             Failed but declines to release it for testing and repair, it is
             considered to be impaired, but not Interrupted or Failed. For
             calculation of such credit allowance each month is considered to
             have thirty (30) days. Credit allowances are given for each
             incidence of Interruption or Failure of more than thirty (30)
             minutes and are given in one-minute increments. Specific one minute
             Credit Allowances will be calculated based on the monthly charge
             for the affected Service. Credit Allowances will not be given for
             Interruptions or Failures that are a result of any of the following
             reasons:

             (a)  Interruptions or Failures caused by the action or failure to
                  act of CUSTOMER or others authorized by CUSTOMER to use the
                  affected Service, not pursuant to the directions of SKYNET.

             (b)  Interruptions or Failures during periods when CUSTOMER
                  elects not to release the affected Service for testing.

             (c)  Interruptions or Failures due to the effects of sun transit
                  on receiving earth stations.

             (d)  The inability to pass signals through a transponder due to a
                  Force Majeure condition as described in Section 9.5 hereof.

       11.2  SKYNET shall have the right to charge CUSTOMER for work carried out
             by SKYNET to locate, rectify and/or repair any fault(s) (i) not
             directly caused by any SKYNET provided Service, channel or
             equipment, (ii) if such fault(s) result from CUSTOMER's willful
             act, fault, or negligence, or (iii) if such fault(s) result from
             CUSTOMER's failure to comply with its obligations hereunder. In any
             such case as described in this Section 11.2, notwithstanding
             anything herein to the contrary, Credit Allowances will not be
             given.

12. CONTENT OF TRANSMISSIONS

         CUSTOMER is solely responsible for the content of transmissions using
the Service.

                            LORAL SKYNET PROPRIETARY
<PAGE>


                                                    General Terms and Conditions
                                         Globecomm Systems Inc. / Telstar 6 & 12
                                                                       13-Nov-02
                                                                    Page 6 of 12


13. SCRAMBLING

         Prior to commencing use of the Service provided under this Agreement,
CUSTOMER, at its expense, shall provide SKYNET with any unscrambling devices
that may be required for signal monitoring. CUSTOMER shall not use, or allow the
use of, the Service provided hereunder for distribution of program material of a
sexual or adult-oriented nature, to television viewers unless the programming is
scrambled such that television viewers can receive the programming only through
the use of an unscrambler authorized by CUSTOMER or CUSTOMER's authorized agent.


14. REFUSAL OF SERVICE

         SKYNET may terminate, prevent or restrict any communications using the
Service as a means of transmission if such actions (a) are undertaken at the
direction of a governmental agency with jurisdiction, including the Commission;
or (b) are taken subsequent to the institution against SKYNET, CUSTOMER or any
permitted assignees, any legal entity affiliated with any of them, or any of the
directors, officers, agents or employees of the parties, permitted assignees or
their affiliates, of criminal or administrative proceedings or investigations
based upon the content of such communications, other than civil proceedings.
SKYNET shall coordinate with CUSTOMER in good faith to assist in the resolution,
if possible, of any such matters and will not terminate, prevent or restrict
CUSTOMER's transmissions pursuant to this Paragraph if, upon notification by
SKYNET of the institution of such proceedings, CUSTOMER is able to satisfy
SKYNET, subject to SKYNET's sole and reasonable discretion, that (c) within
forty-eight (48) hours the aforementioned proceedings have been or will be
resolved to SKYNET's satisfaction; or (d) the relevant transmissions will
terminate in the relevant jurisdiction and that they will not re-occur in the
relevant jurisdiction. Nothing in this Paragraph shall affect any other term or
condition hereof, including, without limitation, any obligation under Paragraph
9 hereof.


15. ASSIGNMENT/RESALE

   15.1  ASSIGNMENT

         CUSTOMER acknowledges and agrees that notwithstanding anything to the
contrary contained in this Agreement, CUSTOMER shall not transfer or assign its
rights and/or obligations under this Agreement to any third parties without
SKYNET's consent, which shall not be unreasonably withheld, except for consent
to the transfer or assignment of less than the whole of CUSTOMER's rights and/or
obligations under this Agreement, in which case it shall be reasonable for
SKYNET to withhold its consent. SKYNET expressly shall have the right to assign
this Agreement including its rights, duties and obligations hereunder, to its
parent corporation or any present or future affiliate or subsidiary of SKYNET,
to a bank, or in connection with the merger or acquisition of its satellite
business.

   15.2 RESALE

         For as long as this Agreement is not assigned, the following applies:

         To the extent not otherwise prohibited by rule, regulation or law, in
the event CUSTOMER desires to resell all or any part of the Service to a third
party, CUSTOMER is approved to do. CUSTOMER shall be solely responsible for any
permitted resale and shall indemnify and hold SKYNET harmless for any claim or
liability for damages made by any third party in connection with such resale.

         If this Agreement is assigned to any party other than a successor in
interest or present or future affiliate or subsidiary of CUSTOMER, the following
applies:

         To the extent not otherwise prohibited by rule, regulation or law, in
the event CUSTOMER desires to resell all or any part of the Service to a third
party, CUSTOMER shall notify SKYNET in writing no less than thirty (30) days
prior to the scheduled date of such resale, that it has an agreement to permit a
third party to use all or any part of the Service. SKYNET shall notify CUSTOMER
in writing within fifteen 15 days of receipt of the aforementioned notification,
advising CUSTOMER of SKYNET's decision to either allow the resale to such third
party, or not to allow the resale. CUSTOMER shall be solely responsible for any
permitted resale and shall indemnify and hold SKYNET harmless for any claim or
liability for damages made by any third party in connection with such resale.


16. NON-INTERFERENCE

         CUSTOMER's radio transmissions (and those of its uplinking agents) to
the satellite shall comply, in all material respects, with all governmental
(whether national, international, federal, state, municipal, or otherwise)
statutes, laws, rules, regulations, ordinances, codes, directives and orders, of
any such governmental agency, body, or court (collectively "Laws") applicable to
it regarding the operation of the satellite, transponder, space segment, and any
backup satellite, transponder or space segments to which CUSTOMER is given


                            LORAL SKYNET PROPRIETARY


<PAGE>


                                                    General Terms and Conditions
                                         Globecomm Systems Inc. / Telstar 6 & 12
                                                                       13-Nov-02
                                                                    Page 7 of 12


access pursuant to this Agreement. CUSTOMER shall not interfere with the use of
any other satellite, transponder or space segment or cause physical harm to the
satellite, transponder or any backup satellite, transponder or space segment to
which CUSTOMER is given access pursuant to this Agreement, or any other
satellite, transponder or space segment. Further, CUSTOMER will coordinate with
(and will require its uplinking agents to coordinate with) SKYNET, in accordance
with procedures reasonably established by SKYNET and uniformly applied to all
users of satellites, transponders and / or space segments, its transmissions to
the satellite, so as to minimize adjacent transponder, space segment and
adjacent satellite interference. For purposes of this Section 16, interference
shall also mean acts or omissions that cause a Service to fail to meet its
Circuit Parameters. Without limiting the generality of the foregoing, CUSTOMER
(and its uplinking agents) shall comply with all U.S. Federal Communications
Commission ("FCC") rules and regulations regarding use of automatic transmitter
identification systems (ATIS).


17. IMPROPER ILLUMINATION

         SKYNET transmission parameters are as set forth in Exhibit B
("SATELLITE ACCESS PROCEDURES"), attached hereto and incorporated by reference.
Improper Illumination shall include transmissions that are other than as
described in Exhibit B, transmissions at an incorrect frequency, transmissions
at excessive power levels or any illumination which can cause harm or
interference to any transponder, space segment or to any satellite. In the event
improper illumination of any transponder and / or space segment provided under
this Agreement is detected by SKYNET, CUSTOMER shall be notified and CUSTOMER
shall take immediate corrective action to stop the improper illumination within
five (5) minutes of notification from SKYNET. A charge of eleven hundred
($1,100.00) dollars per minute will apply for improper illumination that
continues beyond the five minute period after notification, or attempted
notification if there is no answer at the telephone number provided by CUSTOMER.
Furthermore, if immediate corrective action is not taken by CUSTOMER, SKYNET
shall have the right to take immediate action to protect its services or its
interests, including but not limited to suspending or terminating CUSTOMER's
Service on the affected transponder and / or space segment. If Service is
terminated, CUSTOMER is responsible to pay for Service received through the time
of termination.


18. GENERAL OBLIGATIONS

          In the event CUSTOMER breaches any of its material obligations in
connection with the usage procedures and restrictions described in this
Agreement, including, without limitation, Service usage, non-interference,
government regulations, preemptive rights, and no-transfer, then SKYNET may, in
its sole discretion and in addition to the exercise of its other rights against
CUSTOMER, require CUSTOMER to cease transmissions to any or all of the affected
transponder(s) provided hereunder and take any actions necessary to enforce
SKYNET's rights. CUSTOMER will pay to SKYNET all expenses (including attorney's
fees) incurred in connection with SKYNET's enforcement against CUSTOMER arising
out of CUSTOMER's use of the affected Service(s).


19. TERMINATION

          This Agreement may be terminated prior to the end of its term as
follows:

    19.1  In the event of the breach of any of the material terms and
          conditions, representations and warranties contained herein, the
          non-breaching party may terminate upon written notice to the other
          citing the cause of such termination and providing such party with a
          fifteen (15) day cure period.

    19.2  In the event that the satellite on which the Service is intended to be
          provided fails to reach and maintain a satisfactory orbit in the
          appropriate orbital position, or a failure by said satellite to go
          into satisfactory operation after achieving satisfactory orbit in the
          appropriate orbital position (any or all of the foregoing in this
          Section 19.2 being referred to herein as a "Launch Failure"), either
          party may terminate this Agreement with written notice to the other
          party and neither party will have any further liability to the other
          party except for SKYNET's liability to refund to CUSTOMER any monies
          paid to SKYNET for Service not received.

    19.3  In the event of a Failure, as defined in Section 6, hereof (SERVICE
          INTERRUPTION OR FAILURE), of any Service for which SKYNET does not
          provide an acceptable restoration, as defined in Section 5 hereof,
          within (30) thirty days, the CUSTOMER or SKYNET may terminate this
          Agreement without liability except for such Service as has already
          been received. The termination date will be considered to be the date
          of the Failure. SKYNET shall not be entitled to terminate this
          Agreement for a failure that consists of a de minimis deviation from
          the Performance Parameters in Exhibit A.




<PAGE>

                                                    General Terms and Conditions
                                         Globecomm Systems Inc. / Telstar 6 & 12
                                                                       13-Nov-02
                                                                    Page 8 of 12

20. EARLY TERMINATION



                            LORAL SKYNET PROPRIETARY

    20.1  Subject to Section 19 ("TERMINATION"), hereof, if this Agreement is
          terminated by SKYNET due to CUSTOMER's material breach prior to the
          termination date set forth in Section 1 ("SKYNET SERVICES") of the
          Service Description, SKYNET may, at its sole discretion, upon the
          conclusion of the required cure period, exercise one or more of the
          following remedies:

          A.   Temporarily suspend the Service to CUSTOMER (either completely or
               with respect to any one or more Termination Sites) without
               terminating this Agreement until CUSTOMER cures the default,
               during which suspension CUSTOMER shall continue to remain liable
               for all charges and other amounts payable in accordance with the
               terms hereof; or

          B.   Terminate this Agreement, and require CUSTOMER to immediately pay
               to SKYNET as liquidated damages for default of this Agreement and
               not as a penalty, an amount equal to [***]

               for the terminated portion of the Services, plus all other
               Charges and fees that had accrued prior to the date of
               termination, together with all other costs and expenses of
               collection, including reasonable attorneys' fees.


     20.2 [***]










     20.3 Any termination charges that may be assessed pursuant to this Section
          20 shall be due and payable upon receipt by CUSTOMER of an invoice for
          such charges. Early termination charges apply regardless of whether or
          not Service has begun and are in addition to any other rights SKYNET
          may have hereunder.


21. CHANGES IN OPERATIONS OR PROCEDURES

          SKYNET is not responsible to CUSTOMER if a change in operations,
procedures, or Transmission Parameters (i) affects any facilities, CUSTOMER
equipment or CUSTOMER communications system in any way, or (ii) requires their
modification in order to be used with the Service provided pursuant to this
Agreement. However, if such changes can be reasonably expected to materially
affect the operating or transmission characteristics of the Service, or render
any CUSTOMER equipment or CUSTOMER communications system incompatible with the
Service, SKYNET shall use reasonable efforts to provide adequate notice, in
writing, to allow CUSTOMER an opportunity to maintain uninterrupted service.
SKYNET shall have no obligation to change or modify any of its components,
operations or procedures to be compatible with CUSTOMER.


22. TRANSPONDER ASSIGNMENT

          Assignment of the specific space segment, transponder and/or satellite
to be used for the Service remains the sole prerogative of SKYNET. During the
term of this Agreement SKYNET shall have the right to change any of the space
segment, transponder and/or satellite assignments, but shall do so only if there
is an operational concern, interference caused by CUSTOMER, or in order to
protect the health of the satellite on which Service is being provided. If
required, SKYNET will use reasonable efforts to give CUSTOMER not less than
thirty (30) days prior written notice to CUSTOMER. Upon the effectiveness of
such assignment change, the CUSTOMER must vacate the previously occupied
frequencies. If such assignment changes results in CUSTOMER necessarily being
required to make equipment changes, SKYNET will reimburse CUSTOMER for actual
costs associated with such changes to a maximum of two (2) months of monthly
recurring charges.

                            LORAL SKYNET PROPRIETARY

***  Portions of this page have been omitted pursuant to a request for
     Confidential Treatment and filed separately with the Securities and
     Exchange Commission

<PAGE>
                                                    General Terms and Conditions
                                         Globecomm Systems Inc. / Telstar 6 & 12
                                                                       13-Nov-02
                                                                    Page 9 of 12

23. FCC, OTHER GOVERNMENT, OR AGENCY THEREOF,

    COMPLIANCE

          If at any time SKYNET can no longer comply fully with the provisions
of this Agreement because of FCC or other government or agency thereof rules and
regulations which are inconsistent with this Agreement, CUSTOMER may either (1)
terminate immediately this Agreement without any liability whatever by giving
notice in writing within sixty (60) days of such action or (2) negotiate with
SKYNET so to modify this Agreement as to conform with such new rules and
regulations. If CUSTOMER elects to terminate in such event, SKYNET shall refund
promptly any sums previously paid to SKYNET for Service not rendered.


24. NO POSSESSORY INTEREST / BANKRUPTCY

          CUSTOMER has, and will have, no possessory or other interest in the
transponder(s) used to provide Service pursuant to this Agreement. CUSTOMER
acknowledges that: (1) it has been advised of and fully understands the
conditions and the consideration pursuant to which SKYNET provides and CUSTOMER
accepts the Service and (2) the rates for the Service, as well as the
termination charges as provided for in Section 20 (`EARLY TERMINATION") hereof,
are fair and reasonable at the market on the date of commitment to the Service
and the date of this Agreement. CUSTOMER recognizes that the transponder used
for the provision of the Service contemplated under this Agreement is a
commodity in limited supply and that those using full time transponder service,
similar to the Service provided under this Agreement, usually enter into
long-term commitments with service providers. Therefore, CUSTOMER understands
that its acceptance of the Service precludes SKYNET from accepting any other
customer for Service on the transponder(s) being used to provide Service to
Customer. Because of this, CUSTOMER concedes that a failure to fulfill
CUSTOMER's obligations under this Agreement would irreparably harm SKYNET.
Therefore, in the event of any bankruptcy or similar proceeding on the part of
CUSTOMER, CUSTOMER agrees that it will petition any relevant court for prompt
action to accept or reject this Agreement, and to authorize the scheduled
payments in full.


25. THIRD PARTY BENEFICIARIES / INDEPENDENT CONTRACTOR

          Nothing herein contained shall be deemed or construed by either party
hereto or by any third party to create any rights, obligations, or interests in
any third party, or to create any association, partnership, joint venture, the
relation of principal and agent, the relation of employer and employee, or any
fiduciary relationship of any kind between the parties hereto, it being
understood that SKYNET shall perform all services hereunder as an independent
contractor.


26. PUBLICITY AND ADVERTISING

    26.1  Except as provided in Section 26.2 below, CUSTOMER shall not in any
          way or in any form publicize or advertise in any manner the fact that
          it is obtaining services from SKYNET pursuant to this Agreement,
          without the express written approval (which shall not be unreasonably
          withheld) of SKYNET, obtained in advance, for each item of such
          advertising or publicity. The foregoing prohibition shall include but
          not be limited to news releases, letters, correspondence, literature,
          promotional materials or displays of any nature or form. Each request
          for approval hereunder shall be submitted in writing to the
          representative designated in writing by SKYNET; and approval, in each
          instance, shall be effective only if in writing and signed by said
          representative.

    26.2  Notwithstanding the prohibitions contained in Section 26.1 above,
          CUSTOMER may refer to the fact that it is securing services from
          SKYNET without SKYNET's prior approval so long as such statements are
          limited to a statement of such fact and are not an endorsement of any
          product or service by SKYNET. Further, the Parties acknowledge that
          CUSTOMER's wholly owned subsidiary, NetSat Express, Inc., has
          previously requested and received approval(s) for certain publicity
          and/or advertisements and SKYNET hereby extends such approval(s) to
          CUSTOMER.

    26.3  SKYNET shall not in any way or in any form publicize or advertise in
          any manner the fact that it is providing services to CUSTOMER pursuant
          to this Agreement, without the express written approval (which shall
          not be unreasonably withheld) of CUSTOMER, obtained in advance, for
          each item of advertising or publicity. The foregoing prohibition shall
          include but not be limited to news releases, letters, correspondence,
          literature, promotional materials or displays of any nature or form.
          Each request for approval hereunder shall be submitted in writing to
          the representative designated in writing by CUSTOMER; and approval, in
          each instance, shall be effective only if in writing and signed by
          said representative. Nothing herein shall prevent SKYNET from
          providing the FCC or any other governmental agency, information
          concerning this Agreement as required by Law or in response to a
          request for information by such Governmental Agency. Notwithstanding
          the foregoing, SKYNET may refer to


                            LORAL SKYNET PROPRIETARY

<PAGE>


                                                    General Terms and Conditions
                                         Globecomm Systems Inc. / Telstar 6 & 12
                                                                       13-Nov-02
                                                                   Page 10 of 12


          the fact that it is providing the Service to CUSTOMER without
          CUSTOMER's prior approval so long as such statements are limited to a
          statement of such fact and are not an endorsement of any product or
          service by CUSTOMER.

    26.4  Nothing in this Agreement shall prevent either Party from making such
          disclosures and statements relating to the other Party as may be
          reasonably required to comply with laws or regulations of the
          Securities and Exchange Commission ("SEC") or any similar laws and
          regulations requiring disclosure, provided that such disclosure is
          limited to that required to comply with such laws and regulations.
          Each filing Party agrees to take all reasonable, necessary steps to
          exclude the pricing and payment terms (the "Price Information") of
          this Agreement in such filing, to request confidential treatment of
          the Price Information under the Freedom of Information Act and the
          applicable rules of the SEC and to seek such other protections of the
          Price Information that may be available.


27. CONFIDENTIALITY

          This Agreement shall be kept strictly confidential, except for
disclosure (1) to the extent required by the law or legal process, in which case
the parties shall seek confidential treatment of the document and the
information contained herein, (2) as a part of normal accounting and auditing
procedures, (3) to each party's parent company, (4) to a bona fide potential
purchaser of the applicable business, investment bankers and bona fide potential
or actual lenders, or (5) to a governmental or regulatory agency requiring such
Information, provided any such party shall have agreed to keep this Agreement
confidential pursuant to an agreement containing terms substantially similar to
those in Section 28 ("NONDISCLOSURE OF INFORMATION") hereof.


28. NONDISCLOSURE OF INFORMATION

    28.1  Each Party to this Agreement may find it beneficial to disclose to the
          other Party documentation or other information which the disclosing
          Party considers proprietary ("Information"). Such Information may
          include but is not limited to, engineering, hardware, software or
          other technical information concerning the SKYNET network or
          CUSTOMER's network, and financial, accounting or marketing reports,
          analysis, forecasts, predictions or projections relating to the
          business of SKYNET or CUSTOMER generally.

    28.2  It is specifically understood and agreed that Information disclosed
          pursuant to this Agreement shall be considered proprietary either
          because 1) it has been developed internally by the disclosing Party,
          or because 2) it has been received by the disclosing Party subject to
          a continuing obligation to maintain the confidentiality of the
          Information.

    28.3  Information that is provided in a tangible form shall be marked in a
          manner to indicate that it is considered proprietary or otherwise
          subject to limited distributions provided herein. If the Information
          is provided orally or visually, the disclosing party shall clearly
          identify it as being proprietary at the time of disclosure, and within
          ten (10) working days of such disclosure, confirm the disclosure in
          writing to the other party. With respect to Information, the Party to
          whom the Information is disclosed and its employees and
          representatives shall:
          a. hold the Information in confidence and protect it in accordance
             with the security regulations by which it protects its own
             proprietary or confidential information, which it does not wish to
             disclose, but in any event with not less than reasonable care;
          b. restrict disclosure of the Information solely to those employees
             and representatives with a need to know and not disclose it to any
             other persons;
          c. advise those employees and representatives of their obligations
             with respect to the Information; and
          d. use the Information only in connection with implementing this
             Agreement and in continuing discussions and negotiations between
             the parties concerning the Service, except as may otherwise be
             agreed upon in writing.
          e. As used herein, "representatives" means directors, officers,
             subcontractors, consultants, and agents of a Party to this
             Agreement.

    28.4  The party to whom Information is disclosed shall have no obligations
          to preserve the proprietary nature of any Information that:
          a. was previously known to it free of any obligations to keep it
             confidential;
          b. is disclosed to third parties by the disclosing party without
             restriction;
          c. is or becomes publicly available by other than unauthorized
             disclosure; or
          d. is independently developed by the receiving party.



<PAGE>


    28.5  The receiving party may disclose the Information pursuant to a court
          order or other governmental or regulatory compulsion provided that the
          disclosing party shall be given prompt notice of the receipt of


                            LORAL SKYNET PROPRIETARY

<PAGE>


                                                    General Terms and Conditions
                                         Globecomm Systems Inc. / Telstar 6 & 12
                                                                       13-Nov-02
                                                                   Page 11 of 12

          such order or other compulsion.

    28.6  The receiving party agrees that all of its obligations undertaken
          under this non-disclosure agreement shall survive and continue for
          three (3) years after termination of this Agreement.

          The Information shall be deemed the property of the disclosing party
and, upon request the other party will return all Information that is in
tangible form to the disclosing party or destroy all such information.


29. WAIVERS

          A waiver by either party of any of the terms and conditions of this
Agreement in any instance shall not be deemed or construed to be a waiver of
such term or condition for the future, or of any subsequent breach thereof.


30. GOVERNING LAW

          This Agreement shall be governed by and construed under the laws of
the State of New York, USA, without giving effect to its conflict of law
principles.


31. EXECUTION

          To facilitate execution, this Agreement may be executed in two
identical counterparts; and the signature of each party shall appear on each
counterpart. Either counterpart shall constitute an original, binding version of
this Agreement. Facsimile signatures shall have the same legal effect as
original signatures and this Agreement shall be binding upon the receipt of
facsimile signature of each of the Parties.


32. SUCCESSION

          This Agreement shall inure to the benefit of and be binding upon the
respective successors and permitted assigns of the parties hereto.


33. CUSTOMER COMPLIANCE

          Customer shall comply with any restrictions or conditions imposed by
applicable government authorities on (i) Customer's receipt or use of the
Service in any country in which Customer uses the Service, and (ii) Customer's
use of the Service between or among any countries. Customer shall not use the
Service in violation of any applicable law, rule or regulation. Further,
Customer will obtain all necessary authorization and/or permits for the ground
segment equipment, and shall strictly comply with the provisions set forth in
the attached Satellite Access Procedures (Exhibit B). CUSTOMER's failure to
comply with the provisions of this Section 33 shall not constitute a force
majeure condition.


34. HEADINGS

          The headings used throughout this Agreement are for convenience only
and are not a part of this Agreement and shall have no effect upon the
construction and interpretation of this Agreement.


35. EXPORT CONTROL

          CUSTOMER will not use, distribute, transfer or transmit any products,
software or technical information (even if incorporated into other products)
provided under this Agreement except in compliance with U.S. export laws and
regulations (the "Export Laws"). CUSTOMER will not, directly or indirectly,
export or re-export the following items to any country which is in the then
current list of prohibited countries specified in the applicable Export Laws:(a)
software or technical data disclosed or provided to CUSTOMER by SKYNET or
SKYNET's subsidiaries or affiliates; or (b) the direct product of such software
or technical data. CUSTOMER agrees to promptly inform SKYNET in writing of any
written authorization issued by the U.S. Department of State office of export
licensing to export or re-export any such items referenced in (a) or (b).
CUSTOMER also will not, without the prior written consent of SKYNET, export or
re-export, directly or indirectly, any technical data or software furnished
hereunder from the country in which SKYNET first provided the technical data or
software to CUSTOMER hereunder, except to the United States. The obligations
stated above in this clause will survive the expiration, cancellation or
termination of this Agreement or any other related agreement.



<PAGE>


36. ADDITIONAL ACTIONS AND DOCUMENTS

          SKYNET and CUSTOMER each agree to take all necessary actions to
execute, deliver and file any additional documents and instruments, and to use
best efforts to obtain necessary or appropriate consents and/or approvals in
order to effectuate the provision of the Service in accordance with the terms
and conditions of this Agreement.

                            LORAL SKYNET PROPRIETARY

<PAGE>


                                                    General Terms and Conditions
                                         Globecomm Systems Inc. / Telstar 6 & 12
                                                                       13-Nov-02
                                                                   Page 12 of 12


37. RETIREMENT OF SATELLITE

    37.1  SKYNET shall be entitled to retire the Serving Satellite without
          liability: (i) if fifty percent (50%) or more of the transponders on
          the satellite have failed or are unusable for any reason; (ii) in the
          event that the satellite's station-keeping fuel, required to meet +
          0.05 degrees, becomes depleted to a level sufficient only to ensure
          removal of the Serving Satellite from its assigned orbital position;
          (iii) if required to do so by any governmental authority with
          appropriate jurisdiction; or (iv) if SKYNET reasonably determines that
          (ii) above can be delayed by moving such Serving Satellite into an
          inclined orbit; or (v) if special circumstances require retirement,
          and such appropriate governmental authority as is required for
          retirement is obtained.

    37.2  SKYNET will use all reasonable efforts to provide CUSTOMER written
          notice of a decision to retire the Serving Satellite prior to the
          expiration of this Agreement as far in advance of the date of
          retirement as circumstances allow. Upon retirement of the Serving
          Satellite, all subsequent performance obligations of the parties under
          this Agreement shall terminate.


38. CUSTOMER RESPONSIBILITIES

    38.1  Unless otherwise specified in this Agreement, no terrestrial
          facilities shall be provided by SKYNET, and CUSTOMER shall be
          responsible to install, license and maintain the terrestrial
          facilities, which communicate to and from the Serving Satellite.
          CUSTOMER warrants to SKYNET that all required licenses/approvals have
          been or will be obtained to operate such facilities, if any, prior to
          the start date of the Service. CUSTOMER shall indemnify SKYNET and its
          affiliates for any liabilities that SKYNET or any of its affiliates
          may incur as a result of CUSTOMER'S failure to obtain such
          licenses/approvals. CUSTOMER will not transmit or otherwise act in any
          manner that violates the technical requirements of the Satellite
          Access Procedures. CUSTOMER shall always provide the necessary
          capability at its transmit facilities to cease transmission
          immediately upon notice from SKYNET communicated via phone and/or
          facsimile. SKYNET may, but is not obligated to, inspect
          CUSTOMER-provided facilities to insure compliance with this
          requirement.

    38.2  CUSTOMER shall provide to SKYNET all pertinent technical
          characteristics of CUSTOMER-provided equipment used in connection with
          the Service as specified in Exhibit B ("SATELLITE ACCESS PROCEDURES").


39. ARBITRATION

          All disputes arising in connection with the present Agreement shall be
finally settled under the Rules of Conciliation and Arbitration of the United
Nations Commission of International Trade Law (UNCITRAL Rules) by one or more
arbitrators appointed in accordance with said Rules; where said rules require
the appointment of an arbitrator by an independent organization, the Parties
agree that such arbitrator shall be appointed by the American Arbitration
Association. The arbitration shall take place in New York City, New York, USA,
and shall be conducted in English. The arbitrator shall apply the substantive
(not the conflicts) law of New York. The award shall be in United States
dollars. Judgment upon the award rendered in the arbitration may be entered in
any court having jurisdiction thereof. Each Party shall bear its own expenses
(including attorney's fees) and an equal share of the expenses of the arbitrator
and the fees of the arbitration. Nothing in this Agreement shall be construed to
preclude any party from seeking injunctive relief in order to protect its rights
pending mediation or arbitration. A request by a party to a court for such
injunctive relief shall not be deemed a waiver of the obligation to arbitrate.


                            LORAL SKYNET PROPRIETARY


<PAGE>



                         ATTACHMENT 3 - [***] AGREEMENT





















***  Portions of this page have been omitted pursuant to a request for
     Confidential Treatment and filed separately with the Securities and
     Exchange Commission

<PAGE>
            TERMS & CONDITIONS FOR NETSAT EXPRESS SATELLITE CAPACITY

This Agreement ("Agreement") is made on 10-May-2001, by and between NetSat
Express, Inc. ("NSX") 45 Oser Ave, Hauppauge NY 11788 and [***] ("Buyer") for
Satellite Services.

1.   APPLICABLE TERMS AND CONDITIONS
     -------------------------------
     This Agreement represents the general provisions that apply to all
     Satellite Capacity Services provided by NSX pursuant to Satellite Capacity
     Order Form(s) issued by Buyer and accepted by NSX, as indicated by NSX
     signature thereon. The Order Form defines the bandwidth amount, satellite,
     monthly recurring charges, activation fee, start date for services and
     duration of services. Each Order Form will reference this Agreement Number
     (as shown in the footer of each page hereof). Upon execution by both
     parties, the Order Form is incorporated herein by reference and made a part
     hereof. This Agreement is intended to accommodate multiple Order Forms;
     additional Order Forms will be incorporated herein upon acceptance by NSX.
     The terms and conditions in this Agreement supercede any conflicting terms
     and conditions in any Order Form. Nothing in this Agreement requires NSX to
     accept any Order Form submitted by Buyer and Buyer acknowledges that all
     Order Form(s) for Services are submitted subject to NSX acceptance, as
     indicated by NSX signature on the Order Form(s).

2.   SERVICES PROVIDED
     -----------------
     NSX shall (i) provide Satellite Capacity on the satellite and in the
     bandwidth amount listed on the Order Form(s); (ii) assist Buyer with link
     budgets, load plans, and other similar requirements to describe Buyer's
     intended use of the satellite; and (iii) provide engineering and technical
     support for outage reporting. Unless otherwise stated in the Order Form(s),
     Buyer shall be responsible for all terrestrial services to transmit to and
     receive from the satellite. Unless otherwise provided, "Services" shall
     mean the services described in this Article 2.

3.   RIGHT OF FIRST REFUSAL
     ----------------------
     Upon execution by both parties of an Order for 27 MHz of bandwidth on
     satellite Telstar 12, transponder 10, Buyer shall have a right of first
     refusal on any additional satellite capacity for the same satellite and
     transponder until 1-Aug-01. The right of first refusal shall mean that
     prior to accepting any Order(s) for satellite capacity on satellite Telstar
     12, transponder 10, NSX shall notify Buyer of the amount of available
     capacity and Buyer shall have until 1-Aug-01 to submit a signed Order Form
     for such capacity or notify NSX that it does not wish to purchase the
     capacity. Upon receipt of notice that Buyer does not wish to purchase the
     capacity, or if no notice or Order Form is received by 1-Aug-01, Buyer
     shall have no further rights and NSX may sell the capacity to other
     customers. Should Buyer submit an Order Form for such capacity prior to
     1-Aug-01, NSX shall accept the Order from Buyer, subject only to agreement
     on price, which price shall be negotiated in good faith between NSX and
     Buyer, and NSX use of the satellite capacity for internal use. Internal use
     shall include use necessary to satisfy contracts executed prior to the date
     of notification to Buyer that the capacity was available. NSX and Buyer
     acknowledge that as of the effective date of this Agreement, no additional
     satellite capacity, above the 27 MHz to be ordered by Buyer, is available
     on satellite Telstar 12 transponder 10. This right of first refusal shall
     expire on 1-Aug-01 and thereafter NSX shall have no obligation to notify
     Buyer of the satellite capacity availability.

4.   USE RESTRICTIONS
     ----------------
     Buyer shall comply with the NetSat Acceptable Use Policy provided as
     Exhibit B, as may be changed from time to time; Operational Requirements,
     Technical Appendix, and any and all attachments to this Agreement or the
     Order Form(s); the Terms and Conditions from the Satellite Service Provider
     provided as Exhibit A (if applicable); and all applicable governmental
     laws, rules and regulations, including any export laws of the United States
     or restrictions on Buyer receipt of Service applicable in any country in
     which Buyer uses the Service. The Service shall be used by Buyer solely for
     transmission of its own multi-carrier digital telecommunications services,
     including the provision of value-added communications services by Buyer to
     its end customers, provided that Buyer is responsible for all facilities
     communicating with the Satellite and for coordinating the use of the
     Service with NSX. Buyer acknowledges that certain of the use restrictions
     relate to content transmitted over the satellite capacity and that NSX and
     the Satellite Services Provider shall not monitor such content for
     compliance but shall, upon report of improper use from any source, whether
     private or public, take action to suspend or terminate Buyer's use of the
     satellite capacity. In such event, Buyer will be notified of the nature of
     the alleged improper use. In the event the Satellite Service Provider
     terminates its services to NSX as a result of such reported improper use,
     NSX shall have the right to terminate services hereunder with no further
     obligation to Buyer.

     5.   ALLOWANCE FOR SERVICE INTERRUPTIONS
          -----------------------------------
          a) Buyer shall be entitled to service interruption credit upon proper
             and timely notification to NSX and acceptance by the Satellite
             Service Provider. The credit provided shall be applied

--------------------------------------------------------------------------------
NetSat Express, Inc. Confidential Information               Agreement SCA-01-005
Initials:_____                                                       Page 1 of 5
         _____                                                   Date:  8-May-01

***  Portions of this page have been omitted pursuant to a request for
     Confidential Treatment and filed separately with the Securities and
     Exchange Commission
<PAGE>


            TERMS & CONDITIONS FOR NETSAT EXPRESS SATELLITE CAPACITY

          against future payments. Interruptions begin when the problem is
          reported to the Satellite Service Provider and the Buyer releases the
          affected satellite capacity to the Satellite Service Provider for
          testing and repair. An Interruption ends when the satellite capacity
          is operative. The credit shall be calculated as a pro-rata portion of
          the monthly recurring fee, based on a 30-day month, for the period of
          the Interruption. Unless otherwise provided in the Order Form(s),
          credits are given for each incidence of interruption of more than
          thirty (30) minutes and are given in one-minute increments. Credits
          will not be given for interruptions that are a result of:
               i)   the action or failure to act of Buyer or others authorized
                    by Buyer to use the affected satellite capacity;
               ii)  the effects of sun transit on receiving earth stations; or
               iii) a Force Majeure condition.
                    b)   NSX shall have the right to charge Buyer for work
                         carried out by NSX or the Satellite Service Provider to
                         locate, rectify and/or repair any fault(s)
               i)   not directly caused by any Satellite Service Provider's
                    service, channel or equipment;
               ii)  resulting from Buyer's willful act, fault, or negligence; or
               iii) resulting from Buyer's failure to comply with its
                    obligations hereunder.

     6.   PAYMENT AND INVOICING
          ---------------------
          A sum equal to the first month's Monthly Recurring Charge, activation
          fee, and security deposit as noted on the Order Form, must be paid via
          wire transfer within ten (10) days of the execution of the Order Form.
          Payments by direct wire transfers shall be made to the NSX bank
          account designated on the invoice. All payments by Buyer to NSX
          hereunder shall be made in U.S. dollars. At Buyer's option, Buyer may
          secure the deposit by irrevocable letter of credit in a form and
          issued by a bank acceptable to NSX. All Monthly Recurring Charges are
          due and payable monthly in advance. All bank fees shall be for the
          account of Buyer. Monthly Recurring Charges shall commence on the
          Start Date defined on the Order Form for the period between the Start
          Date and the end of that calendar month. Thereafter, Monthly Recurring
          Charges shall be due on the first day of each calendar month. If any
          payment or portion thereof is not received by the due date, NSX shall
          have the right to draw down on the deposit for the period in arrears.
          BUYER shall within five (5) days of such draw down, replenish the
          deposit or letter of credit to the full original amount. In the event
          the deposit or letter of credit is not replenished, or Buyer's account
          is otherwise not current in accordance with the terms of this
          Agreement, NSX may terminate service in accordance with Article 9.
          Payment shall be deemed made only upon receipt by NSX of collected
          funds via bank wire transfer to an NSX designated bank account.

     5.   LATE PAYMENT
          ------------
          Any late payment that is not received on the due date shall bear
          interest at the lower rate of 1 1/2% per month or the highest rate
          allowed by law, calculated from the date payment was due until the
          date it is actually received.

     7.   TAXES AND OTHER CHARGES
          -----------------------
          Buyer is solely responsible for any taxes which may be assessed by any
          local, state, national, public or quasi-public governmental entity as
          a result of the Service provided to Buyer and/or Buyer's use of the
          Service. Any use, excise, sales or privilege taxes, duties,
          value-added taxes, fees, royalties, assessments (including government
          and/or signatory "mark-up" on space segment) or similar liabilities,
          however denominated, which may now or hereafter be levied on the
          Satellite Services provided or payments made under this Agreement,
          chargeable to or against NSX by any applicable government authority,
          shall be passed through to, and be payable by Buyer in addition to any
          other charges set forth in this Agreement.

     8.   EARLY TERMINATION BY BUYER
          --------------------------
          a)   In the event Buyer terminates an Order prior to the end of the
               term stated thereon, Buyer shall notify NSX in writing of such
               termination; stop using the Services as of the effective date of
               termination; and immediately pay NSX as liquidated damages for
               default, and not as a penalty, [***].
               In addition to the liquidated damages, Buyer shall pay
               immediately upon termination all other fees and payments that
               accrued prior to the date of termination; all costs and expenses
               of collection, including reasonable attorney fees; and any costs
               incurred by NSX to remove, jam, block, or otherwise cause Buyer
               to stop using the Service.



***  Portions of this page have been omitted pursuant to a request for
     Confidential Treatment and filed separately with the Securities and
     Exchange Commission

<PAGE>

          b)   Buyer may terminate this Agreement for cause if NSX fails to
               comply in any material respect with the covenants, agreements or
               conditions herein, which are not corrected for thirty (30) days
               after receipt of written notice from Buyer specifying the alleged
               failure. In the event Buyer terminates this Agreement as a result
               of NSX failure to

--------------------------------------------------------------------------------
NetSat Express, Inc. Confidential Information               Agreement SCA-01-005
Initials:_____                                                       Page 2 of 5
         _____                                                   Date:  8-May-01


<PAGE>


            TERMS & CONDITIONS FOR NETSAT EXPRESS SATELLITE CAPACITY


               comply, no further payments shall be due except for payments for
               goods or Services provided prior to and including the termination
               date.

     9.   TERMINATION BY NSX
          ------------------
          NSX reserves the right to suspend or terminate Services to Buyer for
          failure to comply in any material respect with the covenants or
          conditions herein ("Buyer default"), or in the event of a filing of
          bankruptcy, insolvency, appointment of a receiver, trustee, or other
          assignment for the benefit of creditors by or against Buyer. Upon
          notification of such termination, Buyer shall immediately cease
          utilizing the space segment. NSX may if required, effect such
          suspension or termination by jamming or otherwise interfering with
          Buyer's signal or use of the satellite capacity. Upon termination by
          NSX for Buyer default, Buyer shall immediately pay NSX as liquidated
          damages for default, and not as a penalty, [***]. In addition to the
          liquidated damages, Buyer shall pay immediately upon termination for
          any reason all other fees and payments that accrued prior to the date
          of termination; all costs and expenses of collection, including
          reasonable attorney fees; and any costs incurred by NSX to remove,
          jam, block, or otherwise cause Buyer to stop using the Service.

     10.  SATELLITE RETIREMENT
          --------------------
          Notwithstanding anything to the contrary in this Agreement, Buyer
          acknowledges and agrees that NSX is providing a Satellite Link, which
          has been previously procured from a Satellite Service Provider by NSX.
          In the event the Satellite Service Provider ceases to operate the
          satellite for any reason other than a willful breach by NSX of the
          NSX-Satellite Service Provider Agreement, NSX shall have the right to
          immediately terminate this Agreement and all Order Form(s) issued
          hereunder related to that satellite. Thereafter, Buyer and NSX shall
          have no further obligation, save for Buyer's obligation to pay for
          services provided up to and including the date of termination.

     11.  BUYER COVENANTS
          ---------------
          Buyer will not alter, tamper with, adjust or repair the Satellite
          Services. Buyer shall not permit nor assist or permit others to abuse
          or fraudulently use Satellite Services in violation of any United
          States or local laws, regulations, or governmental orders. Buyer shall
          pay all NSX invoices on receipt or as otherwise stated on the invoice.

     12.  WARRANTY
          --------
          a)   NSX warrants that it will provide the satellite capacity and
               other services set forth in Article 2 hereof and the applicable
               Order Form(s) in accordance with generally accepted industry
               standards and in accordance with the technical parameters,
               satellite access procedures, and other requirements contained in
               the Satellite Service Provider terms attached hereto as Exhibit
               A. NSX's sole obligation and liability and Buyer's exclusive
               remedy under this warranty is limited to the Allowance for
               Service Interruptions provided in Article 5 hereof. Buyer's
               remedy is subject to the notification and other provisions of
               Article 5.
          b)   THE FORGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS
               OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES
               OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER
               WAIVES, RELEASES, AND RENOUNCES ALL OTHER RIGHTS, CLAIMS, AND
               REMEDIES, INCLUDING WITHOUT LIMITATION THOSE WITH RESPECT TO LOSS
               OF USE OR OTHER SECONDARY OR CONSEQUENTIAL DAMAGES, HOWEVER
               OCCASIONED, AND WHETHER OR NOT GROWING OUT OF OR BASED UPON NSX'S
               NEGLIGENCE, ACTUAL OR IMPUTED.

     13.  LIMITATION ON LIABILITY
          -----------------------
          a)   NSX shall not be liable for claims or damages caused by Buyer's
               fault, negligence, or Buyer's failure to perform any obligation
               hereunder, including obligations contained in the Satellite
               Service Provider terms provided at Exhibit A; claims against
               Buyer by any third party; any act or omission of any other party
               furnishing products or services; and the installation or removal
               of equipment furnished by any service provider, including NSX,
               except where caused by the gross negligence of NSX.
          b)   NSX shall not be liable for unauthorized access to or alteration,
               theft or destruction of data, programs, procedures or information
               transmitted or received by Buyer caused by accident, fraudulent
               means or devices, or any other method.
          c)   NSX will not be liable under any circumstances for any lost
               profits or other consequential damages, even if NSX has been
               advised of the possibility of such damages.



***  Portions of this page have been omitted pursuant to a request for
     Confidential Treatment and filed separately with the Securities and
     Exchange Commission

<PAGE>


          d)   IN NO EVENT WILL NSX LIABILITY IN CONTRACT OR IN TORT EXCEED THE
               LESSER OF THE ACTUAL MONTHLY

--------------------------------------------------------------------------------
NetSat Express, Inc. Confidential Information               Agreement SCA-01-005
Initials:_____                                                       Page 3 of 5
         _____                                                   Date:  8-May-01

<PAGE>


            TERMS & CONDITIONS FOR NETSAT EXPRESS SATELLITE CAPACITY

               RECURRING CHARGES AND ACTIVATION FEES PAID BY BUYER TO NSX UNDER
               THIS AGREEMENT OR THE MONTHLY RECURRING CHARGES TIMES SIX MONTHS
               PLUS THE ACTIVATION FEES, BUT IN NO EVENT GREATER THAN THE ACTUAL
               DAMAGES PROVEN BY BUYER AS DIRECTLY ATTRIBUTABLE TO NSX.

     14.  INDEMNIFICATION
          ---------------
          Buyer shall defend and indemnify NSX, including any of its parent,
          subsidiaries, or affiliated companies; the Satellite Service Provider;
          and the Satellite Owner from any claims, liabilities, losses, costs,
          or damages, including attorney fees and costs, arising out of:
          a)   Buyer's use of the Service and/or the content of material
               transmitted thereon, including any actual or alleged libel,
               slander, obscenity, indecency, infringement of copyright, or
               breach in the privacy or security of transmissions;
          b)   Buyer's breach of its obligations under this Agreement, including
               the terms of the Satellite Service Provider as provided in
               Exhibit A;
          c)   Disputes between or among Buyer and its end customers,
               transmission recipients, or its program, data or other
               transmission content suppliers; and
          d)   Any warranty, representation or statement Buyer may make to a
               third party in connection with the transmissions over the
               Satellite.

     15.  ASSIGNMENT
          ----------
          Buyer may not assign this Agreement without the prior written consent
          of NSX, which consent shall not be unreasonably withheld. NSX may
          assign all or part of its right, title or interest in this Agreement
          and any or all sums due or to become due pursuant to this Agreement
          for any reason. Upon receipt of written notice of a permitted
          assignment hereunder, each party shall perform all its obligations
          hereunder to or for the benefit of the assignee and execute and
          deliver such documentation as may be reasonably required under this
          Agreement.

     16.  NO RESALE
          ---------
          The service is provided for Buyer's own use and in no event shall
          Buyer be permitted to resell the Service in whole or in part to any
          other person or entity except as expressly provided as part of value
          added communication services to Buyer's end customers, in
          circumstances where Buyer provides its end customers substantially
          more communication facilities than "bare" space segment capacity.

     17.  NO PROPERTY INTEREST SUBORDINATION
          ----------------------------------
          This Agreement is a service contract and does not grant, and Buyer
          shall not assert, any right, interest or lien in any property or
          assets of NSX or the Satellite Service Provider including any
          Satellite or related equipment that they may own.

     18.  CONFIDENTIALITY
          ---------------
          NSX and Buyer shall hold in confidence the information contained in
          and exchanged in connection with this Agreement. Neither party shall
          release any information concerning any of the terms of this Agreement
          or any Order issued hereunder without the express written consent of
          the other party. Any press release or other public notice regarding
          this Agreement or any Order issued hereunder must be approved in
          writing by the non-disclosing party, which approval may include the
          format, content, timing, and method of release of the information.
          Notwithstanding the foregoing, disclosure, on a confidential basis, by
          either party to its principals, auditors, attorneys, investors,
          lenders, insurance agents, and proposed and actual successors in
          interest is permitted, and NSX may include Buyer's name and a general
          description of the nature of the Services provided in any general
          listing of NSX customers.

     19.  FORCE MAJEURE
          -------------
          NSX shall not be liable for any failure of or delay in performance
          hereunder arising out of or resulting from causes beyond its
          reasonable control including but not limited to acts of God; fire;
          flood; adverse weather conditions, meteorological or atmospheric
          occurrences or disturbances (including, but not limited to, sun
          outages, sun spots, and other solar activity); other natural events;
          war, warlike operations, insurrections, or riots; acts of any
          government including laws, regulations, or orders; and labor troubles
          causing cessation, slowdown, or interruption of services, whether such
          events or actions affected NSX directly, the Satellite Service
          Provider, or any other NSX subcontractor or vendor.


<PAGE>


     20.  ADDITIONAL PROVISIONS
          ---------------------
          a)   This Agreement may not be amended, altered or modified except in
               writing, duly executed by both parties.
          b)   This Agreement, along with the incorporated Order Form(s),
               references, attachments, exhibits and schedules, contains the
               entire Agreement between the parties with respect to the subject
               matter of this Agreement, and supersedes all prior oral or
               written agreements, commitments, or understandings.
          c)   The waiver or failure to enforce any provision of this Agreement
               shall not operate as a waiver of

--------------------------------------------------------------------------------
NetSat Express, Inc. Confidential Information               Agreement SCA-01-005
Initials:_____                                                       Page 4 of 5
         _____                                                   Date:  8-May-01


<PAGE>


            TERMS & CONDITIONS FOR NETSAT EXPRESS SATELLITE CAPACITY


               any future breach of such provision or any other provision.
          d)   If any paragraph or term of this Agreement shall be determined to
               be unenforceable, illegal, or invalid, the remaining provisions
               and terms shall remain in full force and effect.
          e)   This Agreement may be executed in any number of counterparts,
               each of which so executed shall be deemed to be an original, and
               such counterparts shall together constitute but one and the same
               Agreement.
          f)   All notices or other communications which may be or are required
               to be given to NSX under this Agreement shall be in writing,
               delivered to 45-19 Oser Avenue, Hauppauge, NY 11788 USA,
               Attention: Manager of Contracts; email: contracts@netsatx.net,
               fax +1-631-231-9223. All notices or other communications which
               may be or are required to be given to Buyer under this Agreement
               shall be in writing, delivered to the address, email, or fax
               number listed in the Order Form.
          g)   In the event of a dispute or disagreement between the parties in
               connection with the interpretation, compliance, validity or
               enforceability of any provision of this Agreement, until a
               decision is rendered the parties will continue to comply with
               this Agreement including payment for services.

     21.  GOVERNING LAW
          -------------
          This Agreement shall be governed by and construed under the laws of
          the State of New York, USA, without giving effect to its conflict of
          law principles.


NETSAT EXPRESS, INC.                         BUYER: [***]
                                                   -----------------------------

SIGNATURE: /S/ Kenneth Miller                SIGNATURE: [***]
          -----------------------------                -------------------------
PRINTED NAME: Kenneth Miller                 PRINTED NAME: [***]
             --------------------------                   ----------------------
TITLE: Chief Executive Officer               TITLE: [***]
      ---------------------------------            -----------------------------
DATE:        5/10/2001                       DATE:  5/10/2001
     ----------------------------------           ------------------------------






--------------------------------------------------------------------------------
NetSat Express, Inc. Confidential Information               Agreement SCA-01-005
Initials:_____                                                       Page 5 of 5
         _____                                                   Date:  8-May-01



***  Portions of this page have been omitted pursuant to a request for
     Confidential Treatment and filed separately with the Securities and
     Exchange Commission

<PAGE>


            TERMS & CONDITIONS FOR NETSAT EXPRESS SATELLITE CAPACITY
                  EXHIBIT A - SATELLITE SERVICE PROVIDER TERMS
                         LORAL SKYNET TELSTAR SATELLITES


     1)   USE OF THE SERVICE
          Buyer shall provide an initial loading plan ("Initial Loading Plan")
          prior to the Order start date. If Buyer desires to transmit to any
          transponder in any manner different ("Different Loading Plan") than
          its Initial Loading Plan, then the following shall apply:
          a)   If the Different Loading Plan involves Digital Carriers, Buyer
               shall provide the Different Loading Plan to NSX, no later than
               twenty-one (21) days prior to the start date of such Different
               Loading Plan, identifying its characteristics. In the event that
               NSX or the Satellite Service Provider is required to perform any
               maintenance or troubleshooting activity involving the affected
               satellite capacity, Buyer must furnish the Different Loading Plan
               on demand.
          b)   If the Different Loading Plan involves the addition of or changes
               to an FM Television Carrier or any Other Type Of Carrier, Buyer
               shall provide a written request to NSX, no less than ninety (90)
               days prior to the desired start date of such Different Loading
               Plan, identifying the characteristics, and the desired start date
               of such Different Loading Plan. NSX shall coordinate such
               proposed Different Loading Plan with the Satellite Service
               Provider to determine if its use could reasonably be expected to
               result in either intra-satellite or inter-satellite interference,
               and, based on the results of such coordination, the Satellite
               Service Provider shall either authorize or reject the use of such
               proposed Different Loading Plan, and NSX shall forward such
               authorization or rejection in writing to Buyer. Authorization
               shall not be unreasonably withheld.
          c)   Notwithstanding anything in this Agreement to the contrary, Buyer
               may obtain authorization for more than one Different Loading Plan
               for any transponder provided hereunder, for any period of time,
               during the term of this Agreement.
          d)   In the event Buyer uplinks to any transponder in any manner
               different from that authorized ("Unauthorized Loading Plan")
               pursuant to either its Initial Loading Plan or any other
               authorized Different Loading Plan for the affected transponder,
               whether analog or digital, NSX may, in its sole discretion,
               require Buyer to discontinue the use of such Unauthorized Loading
               Plan until such time as the Satellite Service Provider authorizes
               the use of such uplink such that it becomes a Different Loading
               Plan pursuant to the provisions of this Agreement.

     2)   SCRAMBLING
     Prior to commencing use of the satellite capacity provided under this
     Agreement, Buyer, at its expense, shall provide NSX with any unscrambling
     devices that may be required for signal monitoring. Buyer shall not use, or
     allow the use of, the satellite capacity provided hereunder for
     distribution of program material of a sexual or adult-oriented nature to
     television viewers unless the programming is scrambled such that television
     viewers can receive the programming only through the use of an unscrambler
     authorized by Buyer or Buyer's authorized agent.

     3)   NON-INTERFERENCE
     Buyer's radio transmissions (and those of its uplinking agents) to the
     satellite shall comply, in all material respects, with all governmental
     (whether national, international, federal, state, municipal, or otherwise)
     statutes, laws, rules, regulations, ordinances, codes, directives and
     orders, of any such governmental agency, body, or court (collectively
     "Laws") applicable to it regarding the operation of the satellite,
     transponder, space segment, and any backup satellite, transponder or space
     segments to which Buyer is given access pursuant to this Agreement. Buyer
     shall not interfere with the use of any other satellite, transponder or
     space segment or cause physical harm to the satellite, transponder or
     transponder, any backup satellite, transponder or space segment to which
     Buyer is given access pursuant to this Agreement, or any other satellite,
     transponder or space segment. Further, Buyer will coordinate with (and will
     require its uplinking agents to coordinate with) NSX and the Satellite
     Service Provider, in accordance with procedures reasonably established by
     NSX and the Satellite Service Provider, its transmissions to the satellite
     so as to minimize adjacent transponder, space segment and adjacent
     satellite interference. For purposes of this section, interference shall
     also mean acts or omissions that cause a satellite to fail to meet its
     circuit parameters. Without limiting the generality of the foregoing, Buyer
     (and its uplinking agents) shall comply with all U.S. Federal
     Communications Commission ("FCC") rules and regulations regarding use of
     automatic transmitter identification systems (ATIS).

     4)   IMPROPER ILLUMINATION
     The transmission parameters are as set forth in the "SATELLITE ACCESS
     PROCEDURES" attached hereto and incorporated by reference. Improper
     Illumination shall include transmissions that are other than as described
     in Exhibit B, transmissions at an incorrect frequency, transmissions at
     excessive power levels or any illumination which can cause harm or
     interference to any transponder, space segment or to any satellite. In the
     event improper illumination of any transponder and / or space segment
     provided under this Agreement is detected by NSX or the Satellite Service
     Provider, Buyer shall be notified and shall take immediate corrective
     action to stop the improper illumination within five (5) minutes of
     notification from NSX. A charge of eleven hundred ($1,100.00) dollars per
     minute will apply for improper illumination that continues beyond the five
     minute period after notification, or attempted notification if there is no
     answer at the telephone number provided by Buyer. Furthermore, if immediate
     corrective action is not taken by Buyer, NSX shall have the right to take
     immediate action to protect its and the Satellite Service Provider's
     services or interests, including but not limited to suspending or
     terminating Buyer's use of the affected transponder and / or space segment.
     Any such termination would be a termination due to breach of the Buyer,
     entitling NSX to all appropriate remedies provided for in this Agreement.

--------------------------------------------------------------------------------
NetSat Express, Inc. Confidential Information               Agreement SCA-01-005
Initials:_____                                                         Exhibit A
         _____                                              Form Date: 20-Nov-00



<PAGE>


[NETSAT EXPRESS GRAPHIC OMITTED]

                      NETSAT EXPRESS ACCEPTABLE USE POLICY


1)   This Acceptable Use Policy ("Policy") specifies the actions prohibited by
     NSX to users of the NSX network. NSX reserves the right to modify the
     Policy at any time.

2)   The NSX network may be used only for lawful purposes. Transmission,
     distribution or storage of any material in violation of any applicable law
     or regulation is prohibited. This includes, without limitation, material
     protected by copyright, trademark, trade secret or other intellectual
     property right used without proper authorization; material that is obscene,
     defamatory, or constitutes an illegal threat or harassment; fraudulent or
     other material amounting to illegal misrepresentation; fraudulent or other
     illegal use of private material; or material that violates export control
     laws.

3)   Violations of system or network security are prohibited, and may result in
     criminal and civil liability. NSX will investigate incidents involving such
     violations and may involve and will cooperate with law enforcement if a
     criminal violation is suspected. Examples of system or network security
     violations include, without limitation, the following:
     a)   Unauthorized access to or use of data, systems or networks, including
          any attempt to probe, scan or test the vulnerability of a system or
          network or to breach security or authentication measures without
          express authorization of the owner of the system or network.
     b)   Unauthorized monitoring of data or traffic on any network or system
          without express authorization of the owner of the system or network
     c)   Interference with service to any user, host or network including,
          without limitation, mail bombing, flooding, deliberate attempts to
          overload a system and broadcast attacks.
     d)   Forging of any TCP-IP packet header or any part of the header
          information in an email or a newsgroup posting.
     e)   Sending unsolicited mail messages, including, without limitation,
          commercial advertising and informational announcements, is explicitly
          prohibited. A user shall not use another site's mail server to relay
          mail without the express permission of the site.
     f)   Posting the same or similar message to one or more newsgroups
          (excessive cross-posting or multiple-posting, also known as "SPAM") is
          explicitly prohibited.

4)   Buyer is responsible for protection of its passwords. Buyer will not use or
     permit anyone to use NSX service to guess or obtain passwords or to access
     other systems or networks without authorization.

5)   Buyer is prohibited from using Internet Relay Chat scripts or programs that
     interfere with or deny service to other users on any server or host or from
     employing any means or method to adversely affect other users. Buyer is
     also prohibited from engaging in activities that have the effect of
     harassing other users.

6)   Buyer may not use any IP address which is not assigned by NSX.

7)   INDIRECT OR ATTEMPTED VIOLATIONS OF THE POLICY, AND ACTUAL OR ATTEMPTED
     VIOLATIONS BY A THIRD PARTY ON BEHALF OF BUYER OR BUYER'S END USER, SHALL
     BE CONSIDERED VIOLATIONS OF THE POLICY BY BUYER.

8)   Violations of the Acceptable Use Policy will result in immediate suspension
     and/or termination of service by NSX. NSX reserves the right to reveal the
     name and contact information of Buyer and any of Buyer's downstream users
     to relevant authorities or parties involved in any criminal investigation
     or civil litigation alleging violations of this policy.