<PAGE>   1
                                                                    EXHIBIT 10.2

Certain portions of this document have been omitted and filed separately with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934.

                                CONTRACT BETWEEN

                          ECHOSTAR ORBITAL CORPORATION

                                       AND

                            SPACE SYSTEMS/LORAL, INC.

                          ECHOSTAR 8 SATELLITE PROGRAM
                               (110(DEGREE) W.L.)











This document contains data and information proprietary to Space Systems/Loral,
Inc. This data shall not be disclosed, disseminated or reproduced, in whole or
in part, without the express prior written consent of Space Systems/Loral except
as otherwise provided in this Contract.





<PAGE>   2




                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                                     <C>
PREAMBLE.................................................................................................3

RECITALS.................................................................................................4

ARTICLE 1 - DEFINITIONS..................................................................................5

ARTICLE 2 - SCOPE OF WORK................................................................................9

ARTICLE 3 - DELIVERABLE ITEMS AND DELIVERY SCHEDULE.....................................................10

ARTICLE 4 - PRICE.......................................................................................11

ARTICLE 5 - PAYMENTS....................................................................................12

ARTICLE 6 - PURCHASER-FURNISHED ITEMS...................................................................16

ARTICLE 7 - COMPLIANCE WITH U.S. EXPORT LAWS AND DIRECTIVES.............................................18

ARTICLE 8 - ACCESS TO WORK IN PROGRESS..................................................................19

ARTICLE 9 - SATELLITE PRE-SHIPMENT REVIEW (SPSR)........................................................22

ARTICLE 10 - SATELLITE ACCEPTANCE.......................................................................25

ARTICLE 11 - ACCEPTANCE INSPECTION FOR DELIVERABLE ITEMS OTHER THAN SATELLITES..........................26

ARTICLE 12 - DELIVERY, TITLE AND RISK OF LOSS...........................................................29

ARTICLE 13 - XXX........................................................................................29

ARTICLE 14 - INTENTIONALLY DELETED......................................................................29

ARTICLE 15 - WARRANTY ..................................................................................30

ARTICLE 16 - CHANGES ...................................................................................34

ARTICLE 17 - FORCE MAJEURE..............................................................................35

ARTICLE 18 - PURCHASER DELAY OF WORK....................................................................36

ARTICLE 19 - PATENT INDEMNITY...........................................................................37

ARTICLE 20 - INDEMNITY FOR BODILY INJURY AND PROPERTY DAMAGE............................................39

ARTICLE 21 - TERMINATION FOR CONVENIENCE................................................................41

ARTICLE 22 - XXX........................................................................................43

ARTICLE 22A - XXX ......................................................................................43

ARTICLE 23 - DEFAULT ...................................................................................44
</TABLE>

<PAGE>   3

<TABLE>
<S>                                                                                                     <C>
ARTICLE 24 - INTENTIONALLY DELETED......................................................................48

ARTICLE 25 - ARBITRATION................................................................................48

ARTICLE 26 - INTER-PARTY WAIVER OF LIABILITY FOR A LAUNCH...............................................50

ARTICLE 27 - RESERVED  .................................................................................51

ARTICLE 28 - RESERVED  .................................................................................51

ARTICLE 29 - XXX........................................................................................51

ARTICLE 30 - RESERVED ..................................................................................51

ARTICLE 31 - RESERVED ..................................................................................51

ARTICLE 32 - RESERVED ..................................................................................51

ARTICLE 33 - GROUND STORAGE.............................................................................52

ARTICLE 34 - LIMITATION OF LIABILITY....................................................................54

ARTICLE 35 - DISCLOSURE AND HANDLING OF PROPRIETARY INFORMATION.........................................55

ARTICLE 36 - RIGHTS IN DATA.............................................................................58

ARTICLE 37 - PUBLIC RELEASE OF INFORMATION..............................................................59

ARTICLE 38 - NOTICES ...................................................................................60

ARTICLE 39 - RISK MANAGEMENT............................................................................62

ARTICLE 40 - ORDER OF PRECEDENCE........................................................................63

ARTICLE 41 - GENERAL ...................................................................................64

ARTICLE 42 - ATTACHMENTS................................................................................67

ARTICLE 43 - TERMINATION RIGHT..........................................................................68

ARTICLE 44 - COOPERATION REGARDING SPOT BEAMS...........................................................69

ARTICLE 45 - MASS PENALTY...............................................................................70

ARTICLE 46 - KEY PERSONNEL .............................................................................70
</TABLE>
<PAGE>   4
                                    PREAMBLE



This Contract is entered into as of February 4, 2000 (the "Effective Date of
Contract" or "EDC") between Echostar Orbital Corporation, organized and existing
under the laws of the State of Colorado having an office and place of business
at 5701 South Santa Fe, Littleton, Colorado 80120 (hereinafter referred to as
"Purchaser") and Space Systems/Loral, Inc., a corporation organized and existing
under the laws of the State of Delaware, having an office and place of business
at 3825 Fabian Way, Palo Alto, California 94303 (hereinafter referred to as
"Contractor").






                                       3
<PAGE>   5

                                    RECITALS


WHEREAS, Purchaser desires to procure one (1) communications satellite, known as
EchoStar 8, to be delivered to the Launch Site, all required ground equipment
and support and training services, to the extent and subject to the terms and
conditions set forth herein, and

WHEREAS, Contractor is willing to furnish such Satellite, ground equipment and
support and training services, to the extent and subject to the terms and
conditions set forth herein, in consideration of the price and other valid
consideration.

NOW, THEREFORE, the Parties hereto agree as follows:



                                       4
<PAGE>   6



                             ARTICLE 1 - DEFINITIONS


Capitalized terms used and not otherwise defined herein shall have the following
meanings:

1.1      "ACCEPTANCE" (i) with respect to a Satellite shall be as provided for
         in Article 10, and (ii) with respect to any Deliverable Item other than
         a Satellite shall be as provided for in Article 11.

1.2      "ADDITIONAL SATELLITE" has the meaning set forth in Article 29.

1.3      "CONTRACT" means the articles of this executed Contract, its Exhibits
         and its Attachment(s), as may be amended from time to time in
         accordance with the terms hereof.

1.4      "CONTRACTOR" has the meaning set forth in the preamble and any
         successor or assignee permitted hereunder.

1.5      "DELIVERABLE DATA" means the data and documentation required to be
         delivered to Purchaser as specified in the Statement of Work.

1.6      "DELIVERABLE ITEM" means any of the items listed in Article 3.1, and
         any Additional Satellite or other items ordered by Purchaser pursuant
         to Article 29, and, collectively, the "DELIVERABLE ITEMS".

1.7      "DELIVERY" (i) with respect to a Satellite shall be as provided for in
         Article 12.1, and (ii) with respect to any Deliverable Item other than
         a Satellite shall be as provided for in Article 12.2.

1.8      "EFFECTIVE DATE OF CONTRACT" or "EDC" means the effective date of this
         Contract as specified in the preamble.

1.9      "FCC" means the Federal Communications Commission or any successor
         agency or governmental authority.



                                       5
<PAGE>   7

1.10     "FIRM FIXED PRICE" has the meaning set forth in Article 4.1.

1.11     "FORCE MAJEURE" has the meaning set forth in Article 17.

1.12     "GROSS NEGLIGENCE" means reckless disregard for the rights of others
         which very closely approaches intentional wrongdoing or other actions
         (or failures to act) which very closely approach intentional
         wrongdoing.

1.13     "IN-ORBIT TESTING" or "IOT" means the testing of the Satellite on-orbit
         in accordance with the Program Test Plan.

1.14     "INTELLECTUAL PROPERTY CLAIM" has the meaning set forth in Article 19.

1.15     "INTENTIONAL IGNITION" means, with respect to the Satellite, the
         official time designated by the Launch Agency during the launch
         sequence when the initial motors of the Launch Vehicle are ignited for
         the purpose of Launch following a planned countdown.

1.16     "LAUNCH" means, with respect to the Satellite, Intentional Ignition
         followed by Lift-Off.

1.17     "LAUNCH AGENCY" means the provider responsible for conducting the
         Launch Services for the Satellite.

1.18     "LAUNCH SERVICES" means those services provided by the Launch Agency
         pursuant to the Launch Services Agreement.

1.19     "LAUNCH SERVICES AGREEMENT" or "LSA" means the contract between
         Purchaser and the Launch Agency which provides for Launch Services for
         the Satellite, as such contract may be amended from time to time in
         accordance with its terms.

1.20     "LAUNCH SITE" means the location that will be used by the Launch Agency
         for purposes of launching the Satellite.



                                       6
<PAGE>   8

1.21     "LAUNCH SUPPORT" or "LAUNCH SUPPORT SERVICES" means those services
         specified in the Statement of Work to be provided by Contractor in
         support of Launch.

1.22     "LAUNCH VEHICLE" means the launch vehicle selected by Purchaser and
         used for Launch of the Satellite, which is baselined to be an Atlas
         launch vehicle, unless changed under Article 29.4.

1.23     "LIBOR" means the rate of interest per annum, at any relevant time, at
         which thirty (30) day U.S. dollar deposits are offered at such time in
         the London interbank market.

1.24     "LIFT-OFF" means, with respect to the Satellite, physical separation of
         the Launch Vehicle from the ground support equipment following
         Intentional Ignition due to the Launch Vehicle rising under its own
         power for the purpose of launching the Satellite.

1.25     "MISSION OPERATIONS SUPPORT SERVICES" means the orbit-raising, IOT and
         related services specified in the Statement of Work to be performed by
         Contractor for a Satellite.

1.26     "NSP" means not separately priced.

1.27     "PARTY" or "PARTIES" means Purchaser, Contractor or both, as the
         context requires.

1.28     "PAYMENT PLAN" means the payment plan for the applicable Deliverable
         Item, attached as Attachment A.

1.29     "PERFORMANCE SPECIFICATION" means the Satellite performance
         specification attached as Exhibit B, as such Exhibit may be amended
         from time to time in accordance with the terms of this Contract.

1.30     "PMO" means the Purchaser's program management office.



                                       7
<PAGE>   9

1.31     "PRODUCT ASSURANCE PROGRAM PLAN" means the product assurance program
         plan attached as Exhibit C, as such Exhibit may be amended from time to
         time in accordance with the terms of this Contract.

1.32     "PROGRAM TEST PLAN" means the Satellite program test plan attached as
         Exhibit D, as such Exhibit may be amended from time to time in
         accordance with the terms of this Contract.

1.33     "PROPRIETARY INFORMATION" has the meaning set forth in Article 35.

1.34     "PURCHASER" has the meaning set forth in the preamble and any successor
         or assignee permitted hereunder.

1.35     "SATELLITE" means the communications satellite that is to be
         manufactured by Contractor pursuant to this Contract.

1.36     "SATELLITE ANOMALY" means, with respect to any Satellite, any
         post-Launch occurrence that has or could have an impact on the
         Satellite's health or performance of such Satellite.

1.37     "SATELLITE PRE-SHIPMENT REVIEW" OR "SPSR" has the meaning set forth in
         Article 9.

1.38     "SCF" means satellite control facility.

1.39     "STATEMENT OF WORK" or "SOW" means the statement of work attached as
         Exhibit A, as such Exhibit may be amended from time to time in
         accordance with the terms of this Contract.

1.40     "TT&C" means telemetry, tracking and control.




                                       8
<PAGE>   10

                            ARTICLE 2 - SCOPE OF WORK


2.1      Provision of Services and Materials

         Contractor shall provide the necessary personnel, material, services,
         and facilities to: design, manufacture, test, and deliver to the
         location set forth in Article 3.1 (or another location agreed upon
         pursuant to Article 29), one (1) Satellite, together with all other
         Deliverable Items referred to in Article 3.1, in accordance with the
         following Exhibits, which are attached hereto and made a part hereof:

2.1.1    Exhibit A, Statement of Work, dated [TBD] (Document Reference No.
         [TBD]);

2.1.2    Exhibit B, Satellite Performance Specification, dated [TBD] (Document
         Reference No. [TBD]);

2.1.3    Exhibit C, Product Assurance Program Plan, dated [TBD] (Document
         Reference No. [TBD]);

2.1.4    Exhibit D, Satellite Program Test Plan, dated [TBD] (Doc No. [TBD]).




                                       9
<PAGE>   11

               ARTICLE 3 - DELIVERABLE ITEMS AND DELIVERY SCHEDULE


3.1      Deliverable Items

         Subject to the other terms and conditions of this Contract, the items
         to be delivered under this Contract are specified in the table below
         and the corresponding delivery schedules and locations are as follows:


<TABLE>
<CAPTION>
 ITEM        DESCRIPTION               DELIVERY SCHEDULE               DELIVERY LOCATION
 ----        -----------               -----------------               -----------------
<S>          <C>                       <C>                             <C>
     1.      Satellite (EchoStar 8)    December 20, 2001               To the Launch Site.

     2.      Deliverable Data          Per SOW, Exhibit A              PMO

     3.      Support and Training      Per SOW, Exhibit A              Contractor's facilities and
                                                                       Purchaser's SCF

     4.      Ground Equipment          Per SOW, Exhibit A              Purchaser's SCF
</TABLE>

         Contractor shall, at its cost, use its reasonable best efforts to
         obtain all U.S. and foreign Government approvals necessary to export
         and import the Satellite, all Deliverables required hereunder, and the
         individual components of the Satellite and such Deliverables.







                                       10
<PAGE>   12

                                ARTICLE 4 - PRICE


4.1      Firm Fixed Price

         The price to be paid by Purchaser to Contractor for the Deliverable
         Items 1 through 4 set forth in Article 3.1 within the scope of work
         detailed in the Statement of Work, shall be a firm fixed price of $XXX
         (the "Firm Fixed Price"). The prices for those Deliverable Items
         subject to an option under this Contract, if any, are described in the
         particular Articles that set forth those options. The itemization of
         the Firm Fixed Price is as follows:

<TABLE>
<CAPTION>
         Item Description                                 Amount
         ----------------                                 ------
         <S>                                           <C>
         Satellite (EchoStar 8)                            $XXX
</TABLE>

         The item price for the Satellite includes all design, manufacturing,
         tests, In Orbit Incentives, Deliverable Data, training, Launch Support
         Services, Mission Operations Support Services, ground equipment and
         shipment and transportation, all in accordance with the terms and
         conditions of this Contract, as specified herein. The item price also
         includes, and Contractor shall indemnify, defend and hold Purchaser,
         its affiliates, directors, officers, employees, shareholders and agents
         harmless from and against, all applicable taxes, duties and similar
         liabilities imposed by any federal, state or local United States
         governmental entity in connection with this Contract, except any tax on
         the sale to Purchaser resulting from Purchaser's election to exercise
         the Ground Storage option in Article 33.



                                       11
<PAGE>   13



                              ARTICLE 5 - PAYMENTS

5.1      Payment Plan

         Absent a bona fide dispute, payments by Purchaser to Contractor of the
         Firm Fixed Price set forth in Article 4 and of the amounts for options,
         if any, exercised by Purchaser pursuant to this Contract, shall be in
         accordance with the Payment Plan applicable thereto for the Satellite.

5.2      Payment Conditions

         5.2.1    Payments. Absent a bona fide dispute, all payments due from
                  Purchaser shall be paid no later than the date specified
                  therefor as set forth in the Payment Plan, provided that: (i)
                  Contractor submits to Purchaser an invoice with respect to
                  each such payment no later than thirty (30) days prior to such
                  due date; and (ii) Contractor completes the applicable
                  milestone set forth in Attachment A no later than five (5)
                  business days prior to such due date. Notwithstanding the
                  foregoing, in the event that Contractor does not deliver an
                  invoice to Purchaser at least thirty (30) days prior to such
                  due date and/or does not achieve the relevant milestone, or
                  provide a work-around that does not affect schedule and is
                  otherwise acceptable to Purchaser, at least five (5) business
                  days prior to such due date, Purchaser may suspend all
                  payments until such time as the relevant invoice is received
                  and milestone is completed. Within thirty (30) days following
                  Purchaser's receipt of the relevant invoice or five (5)
                  business days following Contractor's completion of the
                  relevant milestone, whichever occurs later, Purchaser shall
                  pay Contractor for all payments that were required to have
                  been made but were not as a result of the suspension.



                                       12
<PAGE>   14

         5.2.2    Milestones. Notwithstanding the milestones set forth in
                  Attachment A, if it becomes reasonably clear that problems
                  with deliverables are reasonably likely to cause schedule
                  delays, then all payments may be suspended, at Purchaser's
                  option, and the date for payment of each subsequent payment
                  delayed, by an amount of time equal to the difference between
                  the originally scheduled delivery date for the Satellite set
                  forth in Article 3 and the revised forecast delivery date. In
                  the event that Contractor subsequently recovers all or a
                  portion of the originally scheduled delivery date for the
                  Satellite, payments will again be revised to reflect that
                  recovery. Further, if, following completion of a milestone, a
                  problem arises which requires rework of elements of the
                  milestone, then payments may be suspended, at Buyer's option,
                  until the milestone is again complete.

         5.2.3    Non-Warranty Payments. Absent a bona fide dispute, all amounts
                  payable to Contractor with respect to non-warranty work
                  performed pursuant to Article 15.3 shall be paid no later than
                  thirty (30) days after submission of an invoice by Contractor
                  certifying that such non-warranty work has been completed.

         5.2.4    Obligation to Pay. The failure of Contractor to deliver any
                  invoice required hereunder shall not affect Purchaser's
                  obligation hereunder to make any payments to Contractor. If
                  Contractor shall not have delivered any invoice required
                  hereunder within the time specified therefor, the relevant
                  payment due from Purchaser shall be payable thirty (30) days
                  after receipt of such invoice.



                                       13
<PAGE>   15

5.3      Late Payment

         In the event that any payment to Contractor is not made when due
         hereunder, without prejudice to Contractor's other rights and remedies
         under this Contract, at law or in equity, Purchaser shall pay
         Contractor interest at the rate of LIBOR + XXX until such time as
         payment is made. If such payment is not made by the date thirty (30)
         days after the date due hereunder, without prejudice to Contractor's
         other rights and remedies under this Contract, at law or in equity,
         Contractor may elect to cease performance of its obligations under this
         Contract, without prejudice or penalty. In such case, if Contractor
         subsequently resumes performance in lieu of termination pursuant to
         Article 23.6, the schedule, price and other affected provisions of this
         Contract shall be modified to compensate Contractor for its added costs
         (and otherwise account for the impacts on Contractor) associated with
         such work stoppage.

5.4      Invoices

         Invoices required to be delivered by Contractor hereunder shall be
         submitted to Purchaser (original plus one (1) copy) at the following
         address:

            EchoStar Orbital Corporation
            5701 South Santa Fe
            Littleton, CO  80120
            ATTN.: Rohan Zaveri
            (with copies to David Moskowitz and Charlie Ergen)

         or to such other address as Purchaser may specify in writing to
         Contractor.



                                       14
<PAGE>   16

5.5      Payment Bank

         All payments made to Contractor hereunder shall be in U.S. currency and
         shall be made by electronic funds transfer to the following account:

            BANK OF AMERICA
            SPACE SYSTEMS/LORAL, INC.
            ACCOUNT NO. 75-69165
            CHICAGO, ILLINOIS
            ABA #071-000-039

         or by check to:

            Space Systems/Loral
            3825 Fabian Way
            Palo Alto, CA 94303
            Attn: Ronald Haley

         or to such other account or address as Contractor may specify in
         writing to Purchaser.



                                       15
<PAGE>   17

                      ARTICLE 6 - PURCHASER-FURNISHED ITEMS


6.1      Purchaser-Furnished Support

         To enable Contractor to perform Launch Support and Mission Operations
         Support Services, Purchaser shall timely make available to Contractor
         the Purchaser-furnished equipment, facilities and services described in
         the Statement of Work. Such equipment, facilities and services shall be
         in good working condition and adequate for the required purpose and
         shall be made available free of charge for Contractor's use (including
         Acceptance inspection pursuant to Article 11) during the period
         commencing sixty (60) days prior to such Launch and continuing through
         completion of the IOT review. Purchaser and Contractor will conduct an
         interface meeting approximately one hundred eighty (180) days prior to
         such Launch to confirm the availability and adequacy of
         Purchaser-furnished equipment, facilities and services.

6.2      Communications Authorizations

         Purchaser shall be responsible, at its cost and expense, for preparing,
         coordinating and filing all applications for licenses with the FCC, if
         required to do so, for the launch and operation of the Satellite.
         Contractor shall timely provide Purchaser with all reasonable
         assistance, at no additional cost to Purchaser, requested by Purchaser
         in connection with Purchaser's performance of the above-specified
         tasks, and in connection with the filing of any technical filings
         required to be made by Purchaser with the FCC.




                                       16
<PAGE>   18

6.3      Radio Frequency Coordination

         Purchaser shall be responsible for the timely preparation and
         submission of all filings required by the International
         Telecommunication Union (or any successor agency thereto) regarding
         radio frequency and orbital position coordination. Such filings shall
         be made in accordance with the Radio Regulations of the International
         Telecommunication Union (or any successor agency). Contractor shall
         timely provide Purchaser with all reasonable assistance, at no
         additional cost to Purchaser, requested by Purchaser in connection with
         Purchaser's performance of the above-specified tasks.

6.4      Satellite Performance Data

         In the event of a Satellite Anomaly that occurs during the life of a
         Satellite, Purchaser shall timely provide Contractor with or give
         Contractor access to any data Contractor may reasonably require to
         investigate or correct (if Contractor is able to do so) such Satellite
         Anomaly or make or settle any insurance claim relating to such
         Satellite Anomaly.

6.5      Late Delivery of Purchaser-Furnished Items or Services

         The late delivery of Purchaser-furnished items, individually or
         combined, shall be considered an event beyond the reasonable control of
         Contractor, and Contractor shall be entitled to a reasonable adjustment
         in price, schedule, and other affected terms for such late delivery.



                                       17
<PAGE>   19

           ARTICLE 7 - COMPLIANCE WITH U.S. EXPORT LAWS AND DIRECTIVES


7.1      Technical Information, Deliverable Data and Technical Services

         7.1.1    Any obligation of either Party hereunder to provide technical
                  information, Deliverable Data or technical services to the
                  other Party or its representatives shall be subject to
                  applicable U.S. Government export control and security laws,
                  regulations, policies and license conditions. The Parties
                  shall work cooperatively and in good faith to implement this
                  Contract consistent with such laws, regulations, policies and
                  license conditions.

         7.1.2    If and to the extent required by U.S. law, the Parties and/or
                  their representatives shall enter into U.S.
                  Government-approved agreement(s), separate from this Contract,
                  governing the Party's provision of technical information,
                  Deliverable Data or technical services in connection with this
                  Contract.

7.2      No Retransfer

         The Parties shall not transfer to any "foreign person", as defined in
         the International Traffic in Arms Regulations (22 C.F.R. Section 120.1)
         technical information, Deliverable Data or technical services furnished
         hereunder, except as expressly authorized by the U.S. Government in
         accordance with U.S. export control laws. THE PARTIES UNDERSTAND AND
         WARRANT THAT THEY SHALL NOT RE-EXPORT, TRANSFER OR DIVERT ANY ITEM
         EXPORTED UNDER OR IN CONNECTION WITH THIS CONTRACT TO ANY "FOREIGN
         PERSON" WITH A NATIONALITY OTHER THAN CONTRACTOR'S OR PURCHASER'S,
         RESPECTIVELY, WITHOUT THE PRIOR WRITTEN APPROVAL OF THE U.S.
         GOVERNMENT.




                                       18
<PAGE>   20

                     ARTICLE 8 - ACCESS TO WORK IN PROGRESS


8.1      Work in Progress at Contractor's Plant

         Subject to Article 7 and Article 8.4 and to compliance with
         Contractor's safety and security regulations, Purchaser's employees
         shall be allowed access to work being performed at Contractor's
         facility for the Satellite and other Deliverable Items, for the purpose
         of observing the progress of such work and otherwise confirming
         Contractor's compliance with this Contract.

8.2      Work in Progress at Subcontractors' Plant

         Subject to Article 7 and Article 8.4, to the extent permitted by
         Contractor's subcontractors supplying services or goods in connection
         with the Satellite and subject to each such subcontractor's safety and
         security regulations, Contractor shall allow Purchaser's employees
         access to work being performed with respect to the Satellite in each
         such subcontractor's plants for the purpose of observing the progress
         of such work and otherwise confirming Contractor's compliance with this
         Contract, subject to the right of Contractor to accompany Purchaser on
         any such visit to a subcontractor's plant. Contractor will use
         reasonable efforts to obtain permission for such access to
         subcontractor's facilities.

8.3      On-Site Facilities for Purchaser's Personnel

         Subject to Article 7 and Article 8.4, for the purpose of monitoring the
         progress of the work to be performed by Contractor hereunder and
         otherwise confirming Contractor's compliance with this Contract,
         Contractor shall provide private office facilities at or proximate to
         Contractor's plant (which private office facilities shall in all cases
         at least be co-located with Contractor's program management office) for
         two (2) resident Purchaser personnel (or Purchaser's duly appointed
         consultants and agents, subject to the prior approval of Contractor,





                                       19
<PAGE>   21

         which approval shall not be unreasonably withheld or delayed) through
         Acceptance of the last Satellite ordered hereunder. The office
         facilities to be provided shall include a reasonable amount of private
         office space, office furniture, local and reasonable long distance
         telephone service, access to copy machines and access to facsimile
         machines, to the extent necessary to enable Purchaser personnel to
         monitor the progress of work and otherwise confirm Contractor's
         compliance with this Contract.

8.4      Competition/Foreign Persons as Purchaser Representatives

         Purchaser's representatives, consultants and agents shall not be in
         direct competition with Contractor, meaning they shall not currently be
         employed by companies or entities that are in the business of
         manufacturing communication satellites. Purchaser shall notify
         Contractor in writing of the name, title or function, business
         relationship, employer and such other information as may be reasonably
         requested by Contractor, with respect to each of its intended
         representatives, consultants and agents, and cause each such
         representative, consultant and agent to execute a confidentiality
         agreement directly with Contractor in form and substance reasonably
         satisfactory to Contractor and containing terms substantially the same
         as those set forth in Article 35. Contractor may deny access to
         Contractor provided office facilities to any representative, consultant
         or agent of Purchaser upon Contractor's reasonable determination that
         such consultant or agent is, by reason of its business or affiliations,
         in direct competition with Contractor.

         Contractor shall apply for and, once issued, maintain all U.S.
         Government export licenses and approvals needed for Purchaser's
         personnel, representatives, agents and consultants who are citizens of
         Purchaser's country (if other than the U.S.), to access Contractor
         facilities or technical data in connection with the performance of this





                                       20
<PAGE>   22

         Contract. Purchaser shall cooperate with Contractor and provide the
         support necessary for Contractor to apply for and maintain such export
         licenses and approvals, and shall promptly notify Contractor of any
         occurrence or change in circumstances of which it becomes aware that is
         relevant to or affects such export license and approvals. IN NO EVENT
         SHALL CONTRACTOR BE OBLIGATED UNDER THIS CONTRACT TO PROVIDE ACCESS TO
         CONTRACTOR FACILITIES, TO TRANSFER ANY TECHNICAL INFORMATION OR
         DELIVERABLE DATA OR TO PROVIDE ANY TECHNICAL SERVICES, TO ANY PERSON
         EXCEPT IN COMPLIANCE WITH APPLICABLE U.S. EXPORT CONTROL LAWS,
         REGULATIONS, POLICIES AND LICENSE CONDITIONS, AS CONSTRUED BY
         CONTRACTOR.

8.5      Interference with Operations

         Purchaser shall exercise its rights under this Article 8 in a manner
         that does not unreasonably interfere with Contractor's or its
         subcontractors' normal business operations or Contractor's performance
         of its obligations under this Contract or any agreement between
         Contractor and its subcontractors.



                                       21
<PAGE>   23

                ARTICLE 9 - SATELLITE PRE-SHIPMENT REVIEW (SPSR)


9.1      Purchaser to Review

         Purchaser shall conduct a review of each Satellite prior to shipment by
         Contractor to the Launch Site in accordance with the terms of this
         Article 9 and the Statement of Work (each a "Satellite Pre-Shipment
         Review" or "SPSR").

9.2      Time, Place and Notice of SPSR; Failure to Conduct

         Each SPSR shall take place at Contractor's facility. Contractor shall
         notify Purchaser in writing at least thirty (30) days prior to the date
         that each Satellite shall be available for SPSR, which shall be the
         scheduled date for commencement of such SPSR. If Purchaser cannot
         commence such SPSR on such scheduled date, Contractor shall make
         reasonable efforts to accommodate Purchaser's scheduling requirements.

9.3      Conduct and Purpose of SPSR

         Each SPSR shall be conducted in accordance with Section 2.2.3 of the
         Statement of Work. The purpose of each SPSR shall be to review test
         data and analyses for the subject Satellite to determine whether such
         Satellite meets applicable Performance Specification requirements and
         is therefore ready for shipment to the Launch Site.

9.4      Waivers or Pending Waivers

         At the earliest possible time, but at least ten (10) days before the
         commencement of the SPSR for the Satellite or the Acceptance inspection
         for any Deliverable Item pursuant to Article 11, Contractor shall
         submit to Purchaser any request for a waiver of, or deviation from,
         provisions(s) of the Performance Specification applicable to the
         Satellite or Deliverable Item. Each such waiver or deviation approved
         by Purchaser shall be deemed an amendment to the Performance
         Specification permitting such waiver thereof, or deviation therefrom,



                                       22
<PAGE>   24

         effective on or after the date of such approval for the Satellite or
         Deliverable Item. Purchaser shall, in keeping with customary industry
         practice, consider each waiver or deviation request in good faith and
         shall not unreasonably withhold or delay its consent to any such
         request.

9.5      Purchaser's Inspection Agents

         Purchaser may, subject to prior written notice to Contractor, cause any
         agent designated by Purchaser to observe the SPSR pursuant to this
         Article 9; provided, however, that the provisions of Article 7 and
         Article 8.4 shall apply to any such agent.

9.6      SPSR Results

         Within a reasonable time after completion of the SPSR for the
         Satellite, Purchaser shall notify Contractor in writing of the results
         of the SPSR pursuant to this Article 9 with respect to the Satellite.
         Provided Purchaser is in compliance with its contractual obligations
         hereunder, such Satellite shall thereupon be prepared and shipped to
         the Launch Site for Launch. In the event that such SPSR discloses any
         non-conformance of the Satellite to the requirements of the Performance
         Specification not the subject of any waivers or deviations approved by
         Purchaser pursuant to Article 9.4, Purchaser's notice shall state each
         such non-conformance (with reference to the applicable requirement of
         the Performance Specification deemed not met), and Contractor shall
         correct or repair each such non-conformance and resubmit such Satellite
         for SPSR in accordance with this Article 9 as to each corrected or
         repaired element.

9.7      Inspection Costs Borne by Purchaser

         All costs and expenses incurred by Purchaser and its agents in the
         performance of this Article 9, including travel and living expenses,
         shall be borne solely by Purchaser.



                                       23
<PAGE>   25

9.8      Correction of Deficiencies after SPSR

         If at any time following the SPSR for a Satellite, and prior to Launch,
         such Satellite fails to meet the Performance Specification, as may be
         modified as of such time pursuant to Article 9.4, Contractor shall
         promptly correct such deficiencies at its own cost and expense.



                                       24
<PAGE>   26

                        ARTICLE 10 - SATELLITE ACCEPTANCE


10.1     Satellite Acceptance

         Acceptance of the Satellite by Purchaser shall occur automatically upon
         Launch of the Launch Vehicle for the Satellite.

10.2     In-Orbit Test (IOT) Services

         Thirty (30) days prior to Launch of the Satellite, Contractor shall
         notify Purchaser of the IOT schedule. Purchaser may observe IOT at
         Purchaser's or Contractor's location, at Purchaser's election, subject
         to applicable U.S. Government or Contractor security or export
         restrictions.

         When, in the reasonable assessment of Contractor, the IOT review has
         been completed for a Satellite, Contractor shall submit the IOT results
         to Purchaser.

         Within a reasonable time after Contractor provides the IOT results and
         certification to Purchaser, Contractor and Purchaser shall hold a
         Satellite review as defined in the SOW.

         Contractor may elect to conduct the IOT eclipse test set forth in the
         Program Test Plan during the eclipse season following completion of
         IOT. The results of the later eclipse test will be provided to
         Purchaser for Satellite performance characterization and insurance
         purposes only.

         Contractor agrees to fly the Satellite until the earlier to occur of:
         (i) all material anomalies being resolved; (ii) insurance for all
         material anomalies being paid to Purchaser; or (iii) Purchaser
         informing Contractor that it desires to use the Satellite for
         commercial purposes (provided that, in such instance, Contractor shall
         continue to fly the Satellite until such time as all material anomalies
         are fully understood by both parties and Contractor has properly
         trained Purchaser how to fly the Satellite in such anomalous
         condition).



                                       25
<PAGE>   27

            ARTICLE 11 - ACCEPTANCE INSPECTION FOR DELIVERABLE ITEMS
                             OTHER THAN SATELLITES


11.1     Inspection of Deliverable Items of Hardware Other Than Satellites

         With respect to each Deliverable Item of hardware other than
         Satellites, Purchaser shall perform Acceptance inspection within ten
         (10) business days after Contractor has notified Purchaser that such
         Deliverable Item has arrived at the location designated for delivery
         thereof in Article 3.1. Such Acceptance inspection shall be conducted
         in accordance with the procedures described in the Statement of Work.
         The purpose of the Acceptance inspection shall be to determine whether
         each such Deliverable Item meets applicable Performance Specification
         requirements as of the date of such delivery, as such requirements may
         have been modified pursuant to Article 11.3.

11.2     Purchaser's Inspection Agents

         Purchaser may, upon giving prior written notice to Contractor, cause
         any agent designated by Purchaser to conduct the Acceptance inspection
         pursuant to this Article 11 in whole or in part; provided, however,
         that the provisions of Article 7 and Article 8.4 shall apply to any
         such agent and such agent shall comply with Contractor's safety and
         security regulations.

11.3     Pending Waivers

         Waivers of or deviations from the Performance Specification applicable
         to any Deliverable Item subject to Acceptance inspection pursuant to
         this Article 11 shall be addressed as set forth in Article 9.4.

11.4     Acceptance Inspection Results

         Within a reasonable time after completion of Acceptance inspection
         pursuant to this Article 11 for any Deliverable Item, Purchaser shall




                                       26
<PAGE>   28

         notify Contractor in writing of the results of such Acceptance
         inspection. In the event that such Acceptance inspection demonstrates
         conformity of such Deliverable Item to the applicable requirements of
         the Performance Specification, such Deliverable Item shall be deemed
         accepted by the Purchaser for all purposes hereunder ("Acceptance" with
         respect to each such Deliverable Item other than a Satellite), and
         Purchaser's notice shall so state. In the event that such Acceptance
         inspection discloses any non-conformance of such Deliverable Item to
         the applicable requirements of the Performance Specification,
         Purchaser's notice shall detail each such non-conformance (with
         reference to the applicable requirement of the Performance
         Specification deemed not met), and Contractor shall correct or repair
         such non-conformance and resubmit such Deliverable Item for Acceptance
         inspection in accordance with this Article 11 as to each such corrected
         or repaired element.

11.5     Inspection Costs Borne by Purchaser

         All costs and expenses incurred by Purchaser or its agents in the
         performance of this Article 11, including travel and living expenses,
         shall be borne solely by Purchaser.

11.6     Warranty Obligations

         In no event shall Contractor be released from any of its warranty
         obligations applicable to any Deliverable Item other than the Satellite
         as set forth in Article 15 as a result of such Deliverable Item having
         been Accepted as set forth in this Article 11.





                                       27
<PAGE>   29

11.7     Deliverable Data

         Purchaser shall, within ten (10) business days of delivery by
         Contractor to the location designated in Article 3.1 of Deliverable
         Data requiring Purchaser approval pursuant to the Statement of Work,
         notify Contractor in writing that such Deliverable Data has been
         accepted in accordance with the Statement of Work ("Acceptance" with
         respect to each such item of Deliverable Data), or advise Contractor in
         writing that such Deliverable Data does not comply with the applicable
         requirements of the Statement of Work, identifying each particular of
         such non-compliance. Contractor shall promptly correct any
         non-compliant aspect of such Deliverable Data described in such Notice
         from Purchaser, and re-submit it to Purchaser for inspection pursuant
         to this Article 11.7.



                                       28
<PAGE>   30

                  ARTICLE 12 - DELIVERY, TITLE AND RISK OF LOSS


12.1     Satellites

         Delivery of the Satellite shall occur, and risk of loss of, and title
         to, the Satellite shall pass from Contractor to Purchaser, upon
         Acceptance of such Satellite pursuant to Article 10.1.

         EXCEPT WITH RESPECT TO WILLFUL MISCONDUCT OR GROSS NEGLIGENCE BY
         CONTRACTOR, UPON AND AFTER LAUNCH OF THE LAUNCH VEHICLE FOR A
         SATELLITE, CONTRACTOR'S SOLE FINANCIAL RISK, AND THE SOLE AND EXCLUSIVE
         REMEDIES OF PURCHASER OR ANY PARTY ASSOCIATED WITH PURCHASER, WITH
         RESPECT TO THE USE OR PERFORMANCE OF SUCH SATELLITE (INCLUDING WITH
         RESPECT TO ANY ACTUAL OR CLAIMED DEFECT CAUSED OR ALLEGED TO BE CAUSED
         AT ANY TIME BY CONTRACTOR OR ANY OF ITS SUBCONTRACTORS), SHALL BE AS
         SET FORTH IN ARTICLES 4.1, 13, 15, 19 AND 20. IN ALL CASES CONTRACTOR'S
         LIABILITY SHALL BE SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN
         ARTICLE 34. CONTRACTOR MAKES NO WARRANTY AS TO THE PERFORMANCE OF ANY
         LAUNCH VEHICLE.

12.2     Deliverable Items Other Than Satellites

         Delivery and risk of loss of, and title to, each Deliverable Item of
         hardware other than Satellites shall pass from Contractor to Purchaser
         upon Acceptance of such Deliverable Item pursuant to Article 11.4.
         Purchaser's rights in Deliverable Data are as set forth in Article 36.

                                ARTICLE 13 - XXX

XXX

                       ARTICLE 14 - INTENTIONALLY DELETED


                                       29
<PAGE>   31
                              ARTICLE 15 - WARRANTY

15.1     Terms and Period of Warranty

         15.1.1   Satellites. Contractor warrants that the Satellite delivered
                  under this Contract shall be manufactured in conformity with
                  the Performance Specification (as may be waived pursuant to
                  Article 9.4) applicable to the Satellite. Contractor's sole
                  obligation in fulfillment of this warranty after Launch is to
                  comply with Article 15.2.1. Contractor makes no warranty
                  regarding the performance of the Satellite from and after the
                  Launch of the Satellite.

         15.1.2   Deliverable Items of Hardware Other Than Satellites.
                  Contractor warrants that each Deliverable Item of hardware
                  other than the Satellite delivered under this Contract shall
                  be manufactured in conformity with the Performance
                  Specification (as may be waived pursuant to Article 11.3)
                  applicable to such Deliverable Item and will be free from
                  defects in materials and workmanship during the period
                  commencing on the date of Acceptance of such Deliverable Item
                  pursuant to Article 11 and ending on the first anniversary
                  thereof.

         15.1.3   Disclaimer. EXCEPT AND TO THE EXTENT PROVIDED IN ARTICLE 15.1
                  AND ARTICLE 15.4, CONTRACTOR HAS NOT MADE NOR DOES IT HEREBY
                  MAKE ANY REPRESENTATION OR WARRANTY, WHETHER WRITTEN OR ORAL,
                  EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY
                  OF DESIGN, OPERATION, CONDITION, QUALITY, SUITABILITY OR
                  MERCHANTABILITY OR FITNESS FOR USE OR FOR A PARTICULAR
                  PURPOSE, ABSENCE OF LATENT OR



                                       30
<PAGE>   32

                  OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, WITH REGARD TO ANY
                  SATELLITE OR ANY OTHER DELIVERABLE ITEM.

15.2     Repair or Replacement

         15.2.1   Satellite Anomalies.

                  Contractor shall investigate any Satellite Anomaly in any
                  Satellite arising during the life of the Satellite, and use
                  reasonable best efforts to correct any such Satellite Anomaly
                  that is correctable by Contractor from Purchaser's SCF using
                  the facilities and equipment available at such site.

                  CONTRACTOR SHALL HAVE NO LIABILITY TO PURCHASER OR TO THIRD
                  PARTIES ARISING FROM ANY ADVICE OR ASSISTANCE THAT CONTRACTOR
                  OR ANY SUBCONTRACTOR OR AGENT OF CONTRACTOR MAY PROVIDE IN
                  RESPECT OF THE SATELLITE AFTER LAUNCH, REGARDLESS OF CAUSE OR
                  LEGAL THEORY, INCLUDING NEGLIGENCE, EXCEPT WITH RESPECT TO
                  WILLFUL MISCONDUCT OR GROSS NEGLIGENCE BY CONTRACTOR. IN ALL
                  CASES CONTRACTOR'S LIABILITY SHALL BE SUBJECT TO THE
                  LIMITATION OF LIABILITY SET FORTH IN ARTICLE 34.

         15.2.2   Deliverable Items of Hardware Other Than Satellites.

                  During the period specified in Article 15.1.2 for any
                  Deliverable Item of hardware other than a Satellite, as
                  Purchaser's sole and exclusive remedy, any defect in such
                  Deliverable Item discovered by Purchaser shall be remedied by
                  Contractor at Contractor's expense by repair or replacement of
                  the defective component (at Contractor's



                                       31
<PAGE>   33

                  election). For any such Deliverable Item, Contractor shall
                  determine if repair or replacement is required to be performed
                  at Contractor's plant. If required, Purchaser shall ship to
                  Contractor's designated facility any such Deliverable Item.
                  Contractor shall be responsible for the cost of shipment to
                  such facility in accordance with its standard commercial
                  practice (including any taxes and/or duties) of any such
                  Deliverable Item, and the cost of return shipment, in
                  accordance with its standard commercial practice, of any such
                  Deliverable Item once repaired or replaced to Purchaser at the
                  location designated therefor in Article 3.1. Risk of loss for
                  such Deliverable Item shall transfer to Contractor upon
                  delivery of such Deliverable Item to the shipping carrier by
                  Purchaser, and risk of loss shall transfer to Purchaser for
                  any such Deliverable Item once repaired or replaced pursuant
                  to this Article 15.2.2 upon receipt thereof by Purchaser at
                  the location designated therefor in Article 3.1. When
                  necessary, Contractor shall provide free of charge temporary
                  equipment to be used while a repair is being performed.

15.3     Use Conditions Not Covered by Warranty

         With respect to Deliverable Items of hardware other than Satellites,
         the warranty under this Article 15 shall not apply if adjustment,
         repair, or parts replacement is required as a result, directly or
         indirectly, of accident, unusual physical or electrical stress beyond
         the unit's designed tolerances, negligence, misuse, failure of
         environmental control prescribed in operations and maintenance manuals,
         repair or alterations by any party other than Contractor or its agents,
         or by causes other than normal and ordinary use. The warranty provided
         pursuant to this Article 15 is conditioned upon Contractor being given



                                       32
<PAGE>   34

         access, if required, to Deliverable Items delivered at Purchaser's
         facility in order to effect any repair or replacement thereof. If the
         defect repaired or remedied by Contractor is not covered by the
         warranty provided pursuant to this Article 15, Purchaser shall pay
         Contractor the reasonable cost of such repair or replacement,
         transportation charges, and a reasonable profit as determined by
         Contractor. Such repair costs shall be invoiced to Purchaser pursuant
         to the provisions of Article 5.

15.4     Warranty for Training and Services

         Contractor warrants that the training and other services it provides to
         Purchaser pursuant to this Contract will conform to reasonable industry
         standards at the time such training or other services are provided. In
         the event Contractor breaches this warranty, as Purchaser's sole
         remedy, Contractor shall apply reasonable efforts to correct the
         deficiencies in the provision of such training and other services where
         it is practicable to do so.




                                       33
<PAGE>   35

                              ARTICLE 16 - CHANGES

Purchaser may, in writing, request a change within the general scope of this
Contract to:


         a)       Order work in addition to the work provided for herein; or


         b)       Modify the whole or any part of the work provided for herein.


If such change request causes an increase or decrease in the cost, or the time
required for completion, of the work to be provided herein, or otherwise affects
any other provision of this Contract, Contractor shall provide Purchaser with a
non-binding preliminary estimate of the impact of the change request on the
Contract price (including costs associated with processing of the change
request), Delivery schedules and other provisions of this Contract. If Purchaser
desires to proceed with the change after receipt of Contractor's preliminary
estimate, Purchaser and Contractor shall negotiate and agree in a timely manner
to equitable adjustments in Contract price, Delivery schedules and other
affected provisions of this Contract, and this Contract shall be amended in
writing accordingly. Contractor shall have no obligation to proceed pursuant to
a change request prior to execution of such amendment.




                                       34
<PAGE>   36

                           ARTICLE 17 - FORCE MAJEURE

Contractor and Purchaser shall not be responsible for late Delivery, delay of
the final completion date or nonperformance of its contractual obligations due
to Force Majeure. Force Majeure shall be any event beyond the reasonable control
of a Party or its suppliers and subcontractors and shall include, but not be
limited to: (1) acts of God; (2) acts of a public enemy; (3) acts of a
government in its sovereign capacity (including any action or inaction affecting
the import or export of items); (4) war and warlike events; (5) catastrophic
weather conditions such as hurricanes, tornadoes and typhoons; (6) fire,
earthquakes, floods, epidemics, quarantine restrictions, strikes, lockouts and
other industrial disputes, sabotage, riot and embargoes; (7) non-availability of
a Launch Vehicle or Launch Site for any reason beyond a Party's reasonable
control; and (8) other unforeseen and extraordinary events, which in every case
are beyond the reasonable control and without fault or negligence of a Party or
its suppliers and subcontractors ("Force Majeure"). Upon the occurrence of Force
Majeure, an equitable adjustment shall be negotiated in the schedule and other
portions of this Contract affected by Force Majeure. The Party affected by a
Force Majeure event shall provide reasonable notice to the other Party of a
Force Majeure event.




                                       35
<PAGE>   37

                      ARTICLE 18 - PURCHASER DELAY OF WORK

Except in the case of a Force Majeure event, if the performance of all or any
part of the work required of Contractor under this Contract is delayed or
interrupted by Purchaser's failure to perform its contractual obligations within
the time specified in this Contract or within a reasonable time if no time is
specified, or an act by Purchaser that unreasonably interferes with Contractor's
performance of its obligations under this Contract, this Contract shall be
equitably adjusted in the price, performance requirements, Delivery schedule,
and any other terms of this Contract affected by such act or failure to act of
Purchaser.



                                       36
<PAGE>   38

                          ARTICLE 19 - PATENT INDEMNITY


19.1     Indemnification

         Purchaser agrees that Contractor has the right to defend and, at
         Contractor's sole option to settle, and Contractor, at its own expense,
         hereby agrees to defend or, at Contractor's sole option to settle, and
         to indemnify and hold harmless Purchaser, and its affiliates, officers,
         directors, employees, shareholders and agents, from and against any and
         all claims, actions, suits or proceedings based on an allegation that
         the manufacture of any Deliverable Item or the normal intended use,
         lease, sale or other disposition of any Deliverable Item infringes U.S.
         letters patent ("Intellectual Property Claim"), and shall pay any
         royalties and other liabilities adjudicated to be owing to the claimant
         (or, in Contractor's sole discretion, provided in settlement of the
         matter) as well as costs incurred in defending (including court costs
         and reasonable attorneys' fees) such Intellectual Property Claim;
         provided that Purchaser promptly notifies Contractor in writing of any
         such Intellectual Property Claim and gives Contractor the authority and
         all such assistance and information as may be requested from time to
         time by Contractor for the defense of such Intellectual Property Claim.

19.2     Infringing Equipment

         If the manufacture of any Deliverable Item or the normal intended use,
         lease, sale or other disposition of any Deliverable Item under this
         Contract is enjoined as a result of an Intellectual Property Claim or
         is otherwise prohibited, Contractor shall (i) resolve the matter so
         that the injunction or prohibition no longer pertains, (ii) procure for
         Purchaser the right to use the infringing item or (iii) modify the
         infringing item so that it becomes non-infringing while remaining in
         compliance with the Performance Specification (as may be waived
         pursuant to Article 9.4). If Contractor is unable to accomplish (i),
         (ii) or (iii) as stated above, Purchaser shall have right to terminate
         this Contract with respect to




                                       37
<PAGE>   39

         such Deliverable Item, return such Deliverable Item to Contractor (in
         space, with respect to an in-orbit Satellite), and receive a refund of
         the price paid for such Deliverable Item (less amounts unpaid for such
         item plus a reasonable allowance for depreciation).

19.3     Combinations and Modifications

         Contractor shall have no liability under this Article 19 for any
         Intellectual Property Claim arising solely from (i) use of any
         Deliverable Item in combination with other items, unless Contractor
         sold them as a combination intended to be so used or (ii) modifications
         of Deliverable Items after Delivery, unless Contractor made such
         modifications.

19.4     Sole Remedies

         Except in the case of willful misconduct or Gross Negligence by
         Contractor, the remedies set forth in this Article 19 are Purchaser's
         sole and exclusive remedies for or related to any Intellectual Property
         Claim, and Contractor's liability under this Article 19 for any
         Intellectual Property Claim with respect to a Deliverable Item shall in
         no event exceed the Firm Fixed Price paid by Purchaser hereunder for
         such Deliverable Item. In all cases Contractor's liability shall be
         subject to the limitation of liability set forth in Article 34.



                                       38
<PAGE>   40

          ARTICLE 20 - INDEMNITY FOR BODILY INJURY AND PROPERTY DAMAGE


20.1     Contractor's Indemnification of Purchaser

         Contractor shall defend, indemnify and hold harmless Purchaser, and its
         affiliates, directors, officers, employees, shareholders and agents,
         from and against all losses, damages, liabilities, suits and expenses
         (including, but not limited to, reasonable attorneys' fees)
         (collectively "Losses") attributable to third party claims for bodily
         injury or property damage, but only if such Losses were caused by, or
         resulted from, negligent acts or omissions, Gross Misconduct or willful
         misconduct by Contractor or its employees or representatives. For the
         avoidance of doubt, and except for Losses resulting from the Gross
         Negligence or willful misconduct of Contractor, Contractor shall have
         no indemnity obligation under this Article 20.1 for any Losses with
         respect to the operation or use of a Satellite after Launch, even if
         such Losses are attributable to an act or omission of Contractor or its
         employees prior to Launch. In all cases Contractor's liability shall be
         subject to the limitation of liability set forth in Article 34.

20.2     Purchaser's Indemnification of Contractor

         Purchaser shall defend, indemnify and hold harmless Contractor, and its
         affiliates, directors, officers, employees, shareholders and agents,
         from and against all Losses attributable to third party claims for
         bodily injury or property damage, but only if such Losses were caused
         by, or resulted from, negligent acts or omissions, Gross Negligence or
         willful misconduct by Purchaser or its employees or representatives.

20.3     Conditions to Indemnification

         The right to any indemnity specified in Article 20.1 or 20.2 shall be
         subject to the following conditions:

         a.       The Party seeking indemnification shall promptly advise the
                  other Party in writing of the filing of any suit or of any
                  written or oral




                                       39
<PAGE>   41
                  claim for indemnification upon receipt thereof and shall
                  provide the other Party, at its request, with copies of all
                  documentation relevant to such suit or claim.

         b.       The Party seeking indemnification shall not make any admission
                  nor shall it reach a compromise or settlement without the
                  prior written approval of the other Party, which approval
                  shall not be unreasonably withheld or delayed.

         c.       The indemnifying Party shall assist and shall have the right
                  to assume, when not contrary to the governing rules of
                  procedure, the defense of any claim or suit in settlement
                  thereof and shall satisfy any judgments rendered by a court of
                  competent jurisdiction in such suits and shall make all
                  settlement payments. The Party seeking indemnification may
                  participate in any defense at its own expense, using counsel
                  reasonably acceptable to the indemnifying Party, provided
                  there is no conflict of interest and that such participation
                  would not adversely affect the conduct of the proceedings.




                                       40
<PAGE>   42

                    ARTICLE 21 - TERMINATION FOR CONVENIENCE


21.1     Reimbursement of Contractor

         Purchaser may terminate this Contract without cause, in whole or in
         part, by giving Contractor written notice thirty (30) days prior to the
         date of such termination. In the event of such termination, Contractor
         will cease work as directed in the termination notice. Contractor shall
         submit its claim for the work performed in connection with the
         terminated Contract, and for its termination costs plus a reasonable
         profit as provided in items (a) through (f) of this Article 21.1. If
         Purchaser terminates this Contract in whole or in part pursuant to this
         Article 21.1, Contractor shall be entitled to be paid:

         a.       The price set forth in Article 4 for Deliverable Items
                  completed prior to such termination for which payment had not
                  been made by Purchaser, whether or not Delivery has occurred
                  with respect to such Deliverable Item and whether or not this
                  Contract has been terminated pursuant to this Article 21.1
                  with respect to such Deliverable Item.

         b.       Actual out-of-pocket costs incurred by Contractor in
                  performance of work on Deliverable Items for which this
                  Contract has been terminated pursuant to this Article 21.1,
                  that have not been completed prior to such termination.

         c.       Actual out-of-pocket costs incurred by Contractor in
                  completing the termination process.

         d.       Actual out-of-pocket costs incurred by Contractor in settling
                  claims of subcontractors and other suppliers and vendors in
                  connection with such termination; provided that Contractor
                  shall use reasonable efforts to minimize such costs.

         e.       A XXX profit on items (b), (c) and (d) above. Less, any
                  amounts previously paid with respect to completed Deliverable
                  Items and terminated Deliverable Items.



                                       41
<PAGE>   43

         f.       In no event will the aggregate of the amounts previously paid
                  by Purchaser under this Contract and the amounts to be paid by
                  Purchaser under this Article 21.1 exceed the Firm Fixed Price.

21.2     Partial Termination

         If the termination by Purchaser is partial, the price for the
         non-terminated portion of this Contract shall be increased by an amount
         equal to the additional costs, if any, which must be borne by such
         portion because of the partial termination, plus XXX profit on such
         additional costs; however, in no event will the aggregate of the
         amounts previously paid by Purchaser under this Contract and the
         amounts to be paid by Purchaser for the non-terminated portion of this
         Contract, as increased under this Article 21.2, exceed the Firm Fixed
         Price.

21.3     Title Transfer

         In the event of a termination pursuant to this Article 21, a
         termination settlement meeting shall be held at a mutually agreed time
         and place no later than sixty (60) days after submission of a claim by
         Contractor pursuant to Article 21.1. At or prior to the date of such
         termination settlement meeting, Contractor shall provide Purchaser with
         such documentation of the costs set forth in Articles 21.1 and 21.2 as
         Purchaser may reasonably request. Upon completion of the termination
         settlement meeting, Contractor may submit an invoice to Purchaser for
         payment in accordance with the terms of Article 5.2. Upon payment by
         Purchaser to Contractor of the sums invoiced, subject to applicable
         U.S. Government export laws, Contractor shall, at Contractor's or
         subcontractor's plant, transfer title and risk of loss to Purchaser of
         all Deliverable Items referred to in Article 21.1(a), and all other
         partially completed or incomplete Deliverable Items for which
         Contractor is paid under this Article 21. Purchaser may direct
         Contractor to undertake to reallocate to other uses, and/or to
         otherwise assist Purchaser in disposing/selling, items subject to
         termination under this Article 21 for the purpose of receiving a price
         refund or



                                       42
<PAGE>   44

         offset against Contractor's termination claim. Upon receipt of such
         direction, Contractor shall, on a reasonable efforts basis, attempt to
         reallocate, and/or to otherwise assist Purchaser in disposing/selling,
         the items and provide a refund (in cases where the amounts generated
         are greater than Contractor's termination claim) to Purchaser or an
         offset (in cases where the amounts generated are less than or equal to
         Contractor's termination claim) against Contractor's termination claim,
         less any reasonable selling expenses.

                                ARTICLE 22 - XXX

XXX

                               ARTICLE 22A -- XXX

XXX




                                       43
<PAGE>   45



                              ARTICLE 23 - DEFAULT


23.1     Failure to Perform by Contractor

         Subject to Article 23.4 below, if Contractor (i) fails to deliver a
         Satellite within the time specified therefor plus the maximum number of
         days for late delivery liquidated damages specified in Article 22 or
         any other Deliverable Item within the time specified therefor in this
         Contract (or, in either case, such longer time as may be agreed to in
         writing by Purchaser), or (ii) fails to perform any other material
         provision of this Contract, and in each case does not cure such
         failure, with respect to a Satellite on or before the last day
         specified for late delivery liquidated damages in Article 22 (or such
         longer time as may be agreed to in writing by Purchaser), or with
         respect to any other Deliverable Item within XXX days (or such longer
         period as may be agreed to in writing by Purchaser) after receipt from
         Purchaser of written notice of such failure, Purchaser may terminate
         this Contract in whole or in part by written notice to Contractor.

23.2     Termination Liability

         In the event of a termination for default pursuant to Article 23.1,
         Contractor shall refund all payments made by Purchaser for the
         terminated work except with respect to items referred to in Article
         23.3. Such refund shall be made no later than XXX days after
         Contractor's receipt of Purchaser's written notice requesting such
         refund. In addition, Contractor shall pay to Purchaser all excess costs
         above the prices set forth herein reasonably incurred by Purchaser in
         reprocuring the work and Deliverables described herein, according to
         the delivery schedules set forth herein. Such refund and excess
         reprocurement costs shall be Purchaser's sole remedy in case of a
         termination pursuant to Article 23.1, except in the case of willful
         misconduct or Gross Negligence by Contractor. In all cases Contractor's
         liability shall be subject to the limitation of liability set forth in
         Article 34.





                                       44
<PAGE>   46

23.3     Partially Completed Items and Work In Process; Contractor's
         Reimbursement for Terminated Work

         In the event of termination pursuant to Article 23.1, upon Purchaser's
         request, Contractor shall deliver to Purchaser all partially completed
         items or services and work-in-process.

         In the event of termination pursuant to Article 23.1, Contractor shall
         not be required to refund any amounts, and Purchaser shall remain
         liable for payment of all amounts, with respect to Deliverable Items
         for which Acceptance has occurred pursuant to the terms of Article 10
         or Article 11, or that are retained by Purchaser whether or not
         completed, as follows: (i) at the price set forth in this Contract for
         such items for which an itemized price is set forth herein and (ii) at
         the cost incurred by Contractor for (a) such items for which no
         itemized price is set forth herein and (b) partially completed items or
         services and work-in-progress.





                                       45
<PAGE>   47

23.4     Invalid Default Termination

         If, after termination pursuant to Article 23.1, it is finally
         determined by arbitration, legal proceeding or mutual agreement that
         Contractor was not in default, or that the default was excusable, the
         rights and obligations of the Parties shall be the same as if the
         termination had occurred under Article 21; except that, Contractor
         shall also be entitled to recover its additional direct costs that
         would not have been incurred but for such invalid default termination.

23.5     Contractor Termination

         Contractor may terminate this Contract upon Purchaser's failure to
         comply with any material provision of this Contract by giving written
         notice to Purchaser of its intention to so terminate. Such notice shall
         set forth the provision or provisions with which Purchaser has failed
         to comply and a reasonably detailed description of such failure. Such
         termination shall become effective upon Purchaser's failure to correct
         such nonperformance within XXX (or such longer period as may be agreed
         to in writing by Contractor) after receipt of such notice from
         Contractor.




                                       46
<PAGE>   48
         In the event of termination pursuant to this Article 23.6, Contractor
         shall be paid as if the termination were for convenience pursuant to
         Article 21. Further, and without limiting Contractor's other rights or
         remedies, Contractor may immediately take over all or part of the
         Deliverable Items and Contract work-in-process and use them in any
         manner Contractor may elect. In such case, the fair market value of any
         Deliverable Items or Contract work-in-progress retained by Contractor
         shall be off-set against Purchaser's termination liability. If, after
         termination pursuant to this Article 23.6, it is finally determined by
         arbitration pursuant to Article 25 that Purchaser did not fail in the
         performance of its obligations under this Contract, Contractor shall be
         liable to Purchaser for direct damages resulting from such termination
         of this Contract (in no event exceeding amounts payable to Purchaser
         pursuant to Articles 23.2 and 23.3, and subject to the limitation of
         liability set forth in Article 34).



                                       47
<PAGE>   49

                       ARTICLE 24 - INTENTIONALLY DELETED

                            ARTICLE 25 - ARBITRATION

25.1     Arbitration

         Any dispute (except as set forth in Article 25.2) arising between the
         Parties with respect to the performance of obligations or
         interpretation of this Contract that cannot be settled by negotiation
         between the Parties within thirty (30) days of written notice from one
         Party to the other stating such first Party's intent to resort to
         arbitration ("Notice of Arbitration"), shall be submitted for
         settlement by arbitration in accordance with the rules of conciliation
         and arbitration of the American Arbitration Association. Any such
         arbitration shall be conducted in Denver, Colorado by a panel of three
         arbitrators who shall be selected within sixty (60) days of such Notice
         of Arbitration: one selected by each Party and the third selected by
         the arbitrators chosen by the Parties. Should no agreement be reached
         on the third arbitrator within the time specified, the third arbitrator
         shall be appointed by American Arbitration Association. In resolving
         any dispute, the arbitrators shall apply the laws of the State of New
         York (without regard to its conflict of law rules) and shall take into
         account usages, customs and practices in the performance of contracts
         for the purchase and sale of commercial communications satellites.
         Proceedings and documents provided and generated in connection with any
         arbitration hereunder shall be in the English language. Each Party
         shall bear its own costs and expenses (including the costs and expenses
         of the arbitrator it selected) and one-half of the costs and expenses
         of the third arbitrator, unless otherwise determined in the arbitral
         award. The arbitrators' decision shall be final and binding on the
         Parties and enforceable in any court of competent jurisdiction. Any
         monetary award made by the arbitrators in favor of Purchaser shall be
         subject to the limitation of liability set forth in Article 34.



                                       48
<PAGE>   50

25.2     Gross Negligence or Willful Misconduct

         If a dispute arises as to whether or not a Party has committed or acted
         with Gross Negligence or willful misconduct, such dispute shall be
         resolved by a federal or state court in New York without a jury, and
         the court shall resolve such dispute by applying the laws of the State
         of New York without regard to its conflict of law rules. THE PARTIES
         EXPRESSLY WAIVE THEIR RIGHT TO A JURY IN CONNECTION WITH SUCH DISPUTE.






                                       49
<PAGE>   51

            ARTICLE 26 - INTER-PARTY WAIVER OF LIABILITY FOR A LAUNCH


26.1     Launch Services Agreement Inter-Party Waiver of Liability

         The Parties hereby agree to be bound by the no-fault, no-subrogation
         inter-party waiver of liability and related indemnity provisions
         provided in the Launch Services Agreement with respect to the Launch of
         the Satellite and to cause their respective contractors and
         subcontractors at any tier (including suppliers of any kind) that are
         involved in the performance of this Contract and any other person
         having an interest in the Satellite or any Transponder thereon
         (including customers of Purchaser), as required by the Launch Services
         Agreement and as specified by Buyer, to accede to such waiver. The
         Parties shall execute and deliver any instrument that may be required
         by the Launch Agency to evidence their agreement to be bound by such
         waiver. Purchaser and Contractor also shall obtain, from their
         insurers, and shall cause their respective contractors and
         subcontractors at any tier (including suppliers of any kind) that are
         involved in the performance of this Contract and any other person
         having an interest in any Satellite or any Transponder thereon
         (including customers of Purchaser), as required by the Launches
         Services Agreement and as specified by Buyer, to obtain from their
         insurers, an express waiver of such insurers' rights of subrogation,
         subject to terms and conditions as are then customarily available
         regarding such waivers, with respect to any and all claims that have
         been waived pursuant to this Article 26.

26.2     Indemnity Related to the Inter-Party Waiver of Liability

         Each Party shall indemnify against and hold the other Party harmless
         from any claim against the other Party, its contractors and
         subcontractors at any tier (including suppliers of any kind) that are
         involved in the performance of this Contract, made by the Launch Agency
         or any of its contractors and subcontractors (including



                                       50
<PAGE>   52

         suppliers of any kind) that are involved in the performance of the
         Launch Services Agreement, resulting from the failure of the first
         Party to waive any liability against, or to cause any other person such
         Party is obligated to cause to waive any liability against, the Launch
         Agency or its contractors and subcontractors at any tier (including
         suppliers of any kind).

26.3     Survival of Obligations

         The indemnification and hold harmless obligations provided in this
         Article 26 shall survive and remain in full force and effect,
         notwithstanding the expiration or termination of this Contract.

26.4     XXX

                              ARTICLE 27 - RESERVED

                              ARTICLE 28 - RESERVED

                                 ARTICLE 29 XXX

XXX

                              ARTICLE 30 - RESERVED

                              ARTICLE 31 - RESERVED

                              ARTICLE 32 - RESERVED




                                       51
<PAGE>   53

                           ARTICLE 33 - GROUND STORAGE



33.1     Notification

         Purchaser may direct Contractor to store the Satellite after completion
         of SPSR.

33.2     Storage Location

         Ground Storage shall be performed at a Contractor controlled facility
         and shall be conducted in accordance with the satellite storage plan
         section(s) of the Statement of Work.

33.3     Storage Prices

         There shall be no charge for storage and reverification work if the
         Contractor's failure to perform is the reason the Satellite is stored,
         or if the Satellite is stored for less than six months.

         The firm fixed price for Ground Storage of the Satellite in all other
         circumstances shall be $XXX per month storage cost while the Satellite
         is in Ground Storage. In addition, Purchaser shall also pay directly or
         reimburse Contractor for all costs related to re-verification of system
         flight assurance and re-verification testing (plus XXX) and for all
         additional costs which Contractor would not have incurred had Purchaser
         not elected Ground Storage of the Satellite (including taxes, tariffs,
         duties, transportation, insurance, and Launch preparation
         service-related expenses).


                                       52
<PAGE>   54

33.4     Payments

         Payments shall be made on the thirtieth day of each month for the prior
         month's storage, provided an invoice is received at least thirty days
         prior to the payment date.

33.5     Title and Risk of Loss

         Title and risk of loss to a Satellite delivered for Ground Storage
         shall remain with Contractor at the storage site. Contractor shall
         assume full responsibility for any loss or damage to the Satellite
         during Ground Storage.

33.6     Notification of Intention to Launch a Previously Stored Satellite

         Purchaser shall notify Contractor in writing that a Satellite in Ground
         Storage should be removed from Ground Storage and delivered to the
         Launch Site. This notification must be received by Contractor not less
         than three (3) months prior to the scheduled date for Delivery to the
         Launch Site of the Satellite. Failure to notify Contractor in a timely
         manner will result in an adjustment to the Delivery schedule for such
         Satellite.



                                       53
<PAGE>   55

                      ARTICLE 34 - LIMITATION OF LIABILITY


         NEITHER PARTY SHALL BE LIABLE DIRECTLY OR INDIRECTLY TO THE OTHER, OR
         ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS AT
         ANY TIER (INCLUDING SUPPLIERS OF ANY KIND), AGENTS OR CUSTOMERS, TO ITS
         PERMITTED ASSIGNEES OR SUCCESSOR OWNERS OF ANY SATELLITE OR OTHER
         DELIVERABLE ITEM OR TO ANY OTHER PERSON CLAIMING BY OR THROUGH SUCH
         PARTY FOR ANY AMOUNTS REPRESENTING LOSS OF PROFITS, LOSS OF BUSINESS,
         OR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE
         DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUES OR
         COSTS OF RECOVERING A SATELLITE (EXCEPT WITH RESPECT TO A THIRD PARTY'S
         DAMAGES FOR WHICH A PARTY HAS AN INDEMNIFICATION OBLIGATION UNDER
         ARTICLE 19 OR 20), ARISING FROM OR RELATING TO THE PERFORMANCE OR
         NONPERFORMANCE OF THIS CONTRACT OR ANY ACTS OR OMISSIONS ASSOCIATED
         THEREWITH OR RELATED TO THE USE OF ANY ITEMS DELIVERED OR SERVICES
         FURNISHED HEREUNDER, WHETHER THE BASIS OF SUCH LIABILITY IS BREACH OF
         CONTRACT, TORT, STATUTE OR OTHER LEGAL OR EQUITABLE THEORY, EXCEPT THAT
         IN THE EVENT OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE BY CONTRACTOR OR
         PURCHASER SUCH PARTY MAY BE LIABLE AND RESPONSIBLE FOR AMOUNTS
         REPRESENTING LOSS OF PROFITS, LOSS OF BUSINESS AND THE OTHER
         ABOVE-DESCRIBED DAMAGES IN AN AMOUNT NOT TO EXCEED $XXX.

         IN NO EVENT SHALL EITHER PARTY'S TOTAL LIABILITY UNDER OR IN CONNECTION
         WITH THIS CONTRACT EXCEED THE FIRM FIXED PRICE (PROVIDED REFUNDS UNDER
         ARTICLE 23.2 WILL NOT COUNT AGAINST THIS FIGURE), EXCEPT FOR LIABILITY
         ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE BY A PARTY, IN
         WHICH CASE THE TOTAL LIABILITY OF A PARTY MAY NOT EXCEED THE FIRM FIXED
         PRICE PLUS $XXX.





                                       54
<PAGE>   56

         ARTICLE 35 - DISCLOSURE AND HANDLING OF PROPRIETARY INFORMATION


35.1     Definition of Proprietary Information

         For the purpose of this Contract, "Proprietary Information" means all
         information (other than Deliverable Data, which is subject to the
         provisions of Article 36), in whatever form transmitted, that is
         disclosed by such Party (hereinafter referred to as the "disclosing
         party") to the other Party hereto (hereinafter referred to as the
         "receiving party") relating to the performance by the disclosing party
         of this Contract and: (i) is identified as proprietary by means of a
         written legend thereon, or (ii) if disclosed orally, is identified as
         proprietary at the time of initial disclosure. Proprietary Information
         shall not include any information disclosed by a Party that (i) is
         already known to the receiving party at the time of its disclosure, as
         evidenced by written records of the receiving party, without an
         obligation of confidentiality at the time of disclosure; (ii) is or
         becomes publicly known through no wrongful act of the receiving party;
         (iii) is independently developed by the receiving party as evidenced by
         written records of the receiving party; (iv) such Party is legally
         compelled to disclose; or (v) is obtained from a third party without
         restriction and without breach of this Contract.

35.2     Terms for Handling and Use of Proprietary Information

         For a period of five (5) years after receipt of any Proprietary
         Information (or until such time as such Proprietary Information becomes
         publicly known as provided in Article 35.1), the receiving party shall
         not disclose Proprietary Information that it obtains from the
         disclosing party to any person or entity except its employees and
         agents who have a need to know in order to perform under this Contract
         and who have been informed of and have agreed to abide by the receiving
         party's obligations under this Article 35. The receiving party shall
         use not less than the same degree of care to avoid




                                       55
<PAGE>   57

         disclosure of such Proprietary Information as it uses for its own
         Proprietary Information of like importance; but in no event less than a
         reasonable degree of care. Proprietary Information shall be used only
         for the purpose of performing the obligations under this Contract, or
         as the disclosing party otherwise authorizes in writing.

         IN NO EVENT SHALL EITHER PARTY DISCLOSE OR TRANSFER TECHNICAL
         INFORMATION OR PROVIDE TECHNICAL SERVICES TO INSURANCE BROKERS,
         UNDERWRITERS OR OTHER THIRD PERSONS OR ENTITIES WITHOUT THE OTHER
         PARTY'S PRIOR WRITTEN APPROVAL (WHICH SHALL NOT BE UNREASONABLY
         WITHHELD OR DELAYED) AND, WHERE REQUIRED, PRIOR APPROVAL OF THE U.S.
         DEPARTMENT OF STATE.

35.3     Legally Required Disclosures

         Notwithstanding the foregoing, in the event that the receiving party
         becomes legally compelled to disclose Proprietary Information of the
         disclosing party, including this Contract or other supporting
         document(s), the receiving party shall, to the extent practicable under
         the circumstances, provide the disclosing party with written notice
         thereof so that the disclosing party may seek a protective order or
         other appropriate remedy, or to allow the disclosing party to redact
         such portions of the Proprietary Information as the disclosing party
         deems appropriate. In any such event, the receiving party will disclose
         only such information as is legally required, and will cooperate with
         the disclosing party (at the disclosing party's expense) to obtain
         proprietary treatment for any Proprietary Information being disclosed.




                                       56
<PAGE>   58

35.4     Disclosure of Contract Terms

         Notwithstanding anything to the contrary in this Article 35, and
         subject to applicable export restrictions, the terms and conditions of
         this Contract may not be disclosed by either Party to any person except
         with the prior written consent of the other Party, provided, in each
         case, that the recipient of such information agrees to treat such
         information as confidential and executes and delivers a confidentiality
         agreement reasonably acceptable to both Parties or is otherwise subject
         to confidentiality obligations reasonably satisfactory to both Parties;
         provided, further, that either Party shall have the right to disclose
         such information as is required under applicable law or the binding
         order of a court or government agency.




                                       57
<PAGE>   59

                           ARTICLE 36 - RIGHTS IN DATA


36.1     Rights

         Contractor shall retain title to all Deliverable Data utilized or
         developed by Contractor during the performance of this Contract.
         Subject to U.S. export regulations and applicable export restrictions,
         Purchaser's officers, directors, employees, consultants and
         representatives shall have the non-exclusive right to obtain and use
         the Deliverable Data for any and all purposes related to the testing,
         operation, use and maintenance of the Satellite. Purchaser's officers,
         directors, employees, consultants and representatives shall not
         disclose Deliverable Data to other companies, organizations or persons
         without the express prior written consent of Contractor, which consent
         shall not be unreasonably withheld or delayed. Purchaser shall have no
         rights in Deliverable Data other than as expressly stated in this
         Contract, and title to Deliverable Data shall not pass to Purchaser or
         any other entity pursuant to the terms hereof.

36.2     No Additional Obligation

         Nothing contained in this Article shall require Contractor to provide
         any data other than as set forth in the Statement of Work.



                                       58
<PAGE>   60

                   ARTICLE 37 - PUBLIC RELEASE OF INFORMATION

Either Party intending to disclose publicly whether through the issuance of news
releases, articles, brochures, advertisements, prepared speeches or other
information releases concerning this Contract or the transactions contemplated
herein shall obtain the prior written approval of the other Party with respect
to the content and timing of such issuance. A Party's approval under this
Article 37 shall not be unreasonably delayed or denied. Notwithstanding the
above, either Party may release information described herein as required by
securities laws or other applicable laws.




                                       59
<PAGE>   61

                              ARTICLE 38 - NOTICES


38.1     Written Notification

         Each notice or correspondence required or permitted to be given or made
         hereunder shall be in writing (except where oral notice is specifically
         authorized) to the respective addresses, facsimile and telephone
         numbers and to the attention of the individuals set forth below, and
         any such notice shall be deemed given on the earlier to occur of (i)
         actual receipt, irrespective of whether sent by post, facsimile
         transmission (followed by mailing of the original copy), overnight
         courier or other method, and (ii) seven (7) days after mailing by
         registered or certified mail, return receipt requested, postage
         prepaid.

                In the case of Purchaser:

                Echostar Orbital Corporation
                5701 South Santa Fe
                Littleton, CO  80120
                Attn:  David Moskowitz, Esq.
                Telephone No.: (303) 723-1040
                Facsimile No.: (303) 723-1608

                With a separately delivered copy to:

                Charlie Ergen and Rohan Zaveri
                (at the same address)

                                       60
<PAGE>   62

                In the case of Contractor:

                Space Systems/Loral, Inc.
                3825 Fabian Way, Mailstop G-82
                Palo Alto, CA  94303-4697
                Attn.: John Dietzel
                Telephone No.: (650) 852-7370
                Facsimile No.:  (650) 852-4087

38.2     Change of Address

         Either Party may from time to time change its notice address or the
         persons to be notified by giving the other Party written notice (as
         provided above) of such new information and the date upon which such
         change shall become effective.




                                       61
<PAGE>   63

                          ARTICLE 39 - RISK MANAGEMENT


Purchaser shall be responsible to obtain risk insurance, if any, for the Launch
of the Satellite.

If Purchaser applies for insurance regarding risks relating to the Launch of the
Satellite, Contractor shall furnish Purchaser with such information regarding
the Satellite as is reasonably requested by the insurers and will cooperate in
any insurance reviews.






                                       62
<PAGE>   64

                        ARTICLE 40 - ORDER OF PRECEDENCE

In the event of conflict among the terms of the Preamble and Articles 1 to 42 of
this Contract and the Exhibits, the following order of decreasing precedence
shall apply:

         o This Contract (Preamble and Articles 1 through 45 and Attachments A
           and B)

         o Exhibit A     Statement of Work

         o Exhibit B     Performance Specification

         o Exhibit C     Product Assurance Program Plan

         o Exhibit D     Test Plan






                                       63
<PAGE>   65

                              ARTICLE 41 - GENERAL


41.1     Binding Effect; Assignment

         This Contract shall be binding upon and inure to the benefit of the
         Parties and their respective successors and permitted assigns. This
         Contract may not be assigned, either in whole or in part, by either
         Party without the express written approval of the other Party. Such
         approval shall not be unreasonably withheld or delayed. Contractor may
         require, as a condition of approving an assignment by Purchaser, that
         the proposed assignee establish irrevocable letters of credit,
         guarantees or other comparable assurances satisfactory to Contractor
         prior to such assignment becoming effective and that Purchaser remain
         primarily or secondarily liable hereunder. Either Party, upon prior
         written notice to the other Party, may grant security interests in its
         rights hereunder to lenders that provide financing for the performance
         by such Party of its obligations under this Contract or for the subject
         matter hereof. In the event that either Party is sold to or merged into
         another entity, its responsibilities under this Contract shall not be
         altered and the successor organization shall be liable for performance
         of such Party's obligations under this Contract.

41.2     Severability

         If any provision of this Contract is declared or found to be illegal,
         unenforceable or void, the Parties shall negotiate in good faith to
         agree upon a substitute provision that is legal and enforceable and is
         as nearly as possible consistent with the intentions underlying the
         original provision. If the remainder of this Contract is not materially
         affected by such declaration or finding and is capable of substantial
         performance, then the remainder shall be enforced to the extent
         permitted by law.





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<PAGE>   66

41.3     Captions

         The captions contained herein are for purposes of convenience only and
         shall not affect the construction of this Contract.

41.4     Relationships of the Parties

         It is expressly understood that Contractor and Purchaser intend by this
         Contract to establish the relationship of independent contractors only,
         and do not intend to undertake the relationship of principal and agent
         or to create a joint venture or partnership or any other relationship,
         other than that of independent contractors, between them or their
         respective successors in interests. Neither Contractor nor Purchaser
         shall have any authority to create or assume, in the name or on behalf
         of the other Party, any obligation, expressed or implied, or to act or
         purport to act as the agent or the legally empowered representative of
         the other Party, for any purpose whatsoever.

41.5     Entire Agreement

         This Contract, including all Exhibits and the Attachments hereto,
         represents the entire understanding and agreement between the Parties
         hereto with respect to the subject matter hereof, and supersedes all
         prior negotiations and agreements with respect to the subject matter
         hereof. This Contract may not be modified or amended, and the Parties'
         rights and obligations may not be waived, except by the written
         agreement of both Parties.

41.6     Standard of Conduct

         Both Parties agree that all their actions in carrying out the
         provisions of this Contract shall be in compliance with applicable laws
         and regulations and neither Party will pay or accept bribes, kickbacks
         or other illegal payments, or engage in unlawful conduct.





                                       65
<PAGE>   67

41.7     Construction

         This Contract, the Exhibits and the Attachment hereto have been drafted
         jointly by the Parties and in the event of any ambiguities in the
         language hereof, there shall be no inference drawn in favor of or
         against either Party.

41.8     Counterparts

         This Contract may be signed in any number of counterparts with the same
         effect as if the signature(s) on each counterpart were upon the same
         instrument.

41.9     Applicable Law

         This Contract shall be interpreted, construed and governed, and the
         rights of the Parties shall be determined, in all respects, according
         to the laws of the State of New York without regard to its conflict of
         law rules.

41.10    Survival

         Termination or expiration of this Contract for any reason shall not
         release either Party from any liabilities or obligations set forth in
         this Contract that (i) the Parties have expressly agreed shall survive
         any such termination or expiration or (ii) remain to be performed or by
         their nature would be intended to be applicable following any such
         termination or expiration.

41.11    U.N. Convention on the International Sales of Goods

         The U.N. Convention on the International Sales of Goods shall not apply
         or otherwise have any legal effect with respect to this Contract.




                                       66
<PAGE>   68

                            ARTICLE 42 - ATTACHMENTS


The following Attachments are incorporated in this Contract:

         Attachment A    Payment Plan

         Attachment B    Pages 5 through 11 of the EchoStar 5 Insurance Policy





                                       67
<PAGE>   69

                         ARTICLE 43 - TERMINATION RIGHT

Notwithstanding anything to the contrary herein, if by the TBD Deadline the
Parties are unable to reach final agreement upon (1) the pricing and schedule
for the options described in Article 29.5, or (2) the TBD terms of this
Contract, the Statement of Work, Satellite Performance Specification, Product
Assurance Program Plan, Satellite Program Test Plan and Payment Plan, then
Purchaser may immediately terminate this Contract by providing written notice to
Contractor. If such termination occurs, then Purchaser shall pay Contractor $XXX
within thirty (30) days of receipt of an invoice. All other liabilities and
obligations of the Parties shall be released, waived and terminated, except for
those set forth in Articles 20, 35 and 37.





                                       68
<PAGE>   70

                  ARTICLE 44 - COOPERATION REGARDING SPOT BEAMS



Until the TBD Deadline, Contractor shall use reasonable commercial efforts to
cooperate with Lockheed Martin Corporation ("LMC") regarding the coordination
and development of the requirements and footprints for the spot beams for the
Satellite and the EchoStar 7 satellite being manufactured by LMC. In addition,
upon Purchaser's request, Contractor shall use reasonable commercial efforts to
cooperate with LMC as necessary to change the initial requirements and/or
footprints of the spot beams for the Satellite and the EchoStar 7 satellite.
Finally, Contractor shall use reasonable commercial efforts to cooperate with
LMC as necessary to ensure that the spot beams of the Satellite and the EchoStar
7 satellite, as deployed, will operate in accordance with the final approved
requirements and footprints. In performing the above obligations, Contractor
shall not be required to disclose any of its proprietary information to LMC.



                                       69
<PAGE>   71


                                ARTICLE 45 - XXX

                                       XXX

                           ARTICLE 46 - KEY PERSONNEL


The Contractor will assign properly qualified and experienced personnel to the
program contemplated under the Contract. Personnel assigned to the following
positions shall be considered "Key Personnel":

a) the Contractor's Program Manager

b) the Contractor's Contracts Manager

c) the Contractor's Product Assurance Manager

d) the Contractor's Systems Engineering Manager

e) the Contractor's Vehicle Manager

The Purchaser shall have the right to approve the Contractor's Program Manager
which approval shall not be unreasonably withheld or delayed. Key Personnel
shall not be assigned to other duties without the Contractor giving prior
written notice to and consulting with the Purchaser. The Contractor shall
provide a chart to the Purchaser of the program Key Personnel and shall keep
such chart current.

Additionally, for so long as Randy Tyner is associated with Contractor as an
employee or consultant, Purchaser shall have unrestricted access to Mr. Tyner
for purposes of designing the payload and its specifications. Mr. Tyner shall
have a key decision-making role on payload-related issues, and shall be a
primary interface with the Purchaser on all payload-related technical and
performance issues.


                                       70
<PAGE>   72


IN WITNESS THEREOF, the Parties have executed this Contract by their duly
authorized officers as of the date set forth in the Preamble.




                                         ECHOSTAR ORBITAL
SPACE SYSTEMS/LORAL, INC.                CORPORATION


By:                                      By:
     -------------------------                -------------------------

Name:                                    Name:
     -------------------------                -------------------------

Title:                                   Title:
      ------------------------                 ------------------------