EXHIBIT 10.3



 Exhibit 10.3 
 Pursuant to 17 CFR 240.24-b, confidential information has been omitted in places 
 marked
“[***]” and has been filed separately with the Securities and Exchange 
 Commission pursuant to a Confidential Treatment
Application filed with the 
 Commission 
 Statement of Work #          
 Commercial PDA Phone
Specification Phase 
 1. INTRODUCTION 
 This
Statement of Work # (“SOW”) is made this 19th day of December 2008 by and between Elektrobit Inc. (“Elektrobit” or “EB”) and TerreStar Network Inc. (“TerreStar” or “TSN”) for the Commercial ATC/SAT
PDA phone development specification phase (milestones M0-M1) activities, and is covered by Master Development and Licensing Agreement between Elektrobit and TerreStar dated August 10, 2007, as amended (“Agreement”). Capitalized terms
that are not otherwise defined in this SOW have the meaning defined in the Agreement. 
 2. PROJECT OVERVIEW 
 The main objective of the Commercial PDA Phone program (“StarCom Program”) is to design, develop and test the PDA phone based on the StarGate reference design.
The primary target of the program is to support ramp-up of TerreStar’s Commercial PDA operations, drive network usage and create revenue with a compelling handheld device. 
 The scope of the Commercial PDA phone Program is to implement a commercial ATC/SAT product with an agreed feature-set and sufficient supply capability, targeted initially for the AT&T sales channel. Current plan
is to implement supply capacity for [***] units. More investment for mechanical parts and production tools are needed in order to increase the capacity beyond [***] units. Lead time for the invested items are typically [***] months. 
 StarGate FF#1rev2 prototype is used as reference design for the development. Production is planned to be done by Flextronics in Malaysia (in order to minimize costs and
risks, especially considering the time schedule and volumes). There is [***] month post/product engineering phase after production ramp-up. 
 This SOW
covers the items for the specification phase (milestones M0 – M1) of the Commercial PDA phone development. The inputs for the activities are defined in section TerreStar Furnished items, tasks in Work Packages and outputs in EB deliveries. The
work packages are as follows: 
 WP1: Features and requirements clarification 
  

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 This work package includes planning and specification development to be performed by EB during the
Commercial Phone program specification phase (M0-M1) for the following activities: 
 [***] 
 TerreStar is controlling the overall product requirement process with EB support. 
 WP2: User experience, user interface (UI) and Industrial design (ID) clarification 
 This work package includes Product Management and User Experience related tasks. Stargate/TerreStar Business/PDA Phase 1 PD (Product Description) has been
modified to fulfill reference design requirements. 
  

	 	•	 	 Review of the PD 


  

	 	•	 	 Approval of the PD 


 User Experience
in Stargate 
  

	 	•	 	 Review of the User Experience plan 


  

	 	•	 	 Continue execution of existing User Experience plan 


 Current Stargate ID has been designed to fulfill Stargate product requirements and the look & feel specified by TSN. As phone features and requirements are revised, EB will update the ID accordingly.

  

	 	•	 	 Review of the ID (FF#1 rev2) 


 Maintaining the project target schedule for the ID update will require that no major changes be made; the mechanics concept and product outer dimensions will not be changed. Keypad, product colors and other minimal decoration changesmay be
made. 
 The Stargate UI has been specified to serve the TSN service offering. As Commercial Phone features and requirements are revised, EB
will update the UI accordingly. 
  

	 	•	 	 Review of the UI 


 EB will use the
existing UI-specifications as the baseline for development of the Commercial PDA. If new UI requirements are developed, EB and TSN will jointly review and specify any additional changes to the UI to be incorporated into the Commercial PDA.

 WP3: Essential intellectual property rights (IPR) and Commercial license. 
 [***] 
 WP4: Program, HW and SW design
specifications (including development for critical phone features e.g. security) 
 EB will perform the following main tasks during the
specification phase (M0-M1): 
 Program Plans: 
  

	 	•	 	 Program Management Plan: 


 [***] 
  

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	 	•	 	 Other program plans (reference in Program Management plan) 


 [***] 
 Hardware (HW) – Plans and Specifications 
 [***] 
 HW – Deferred tasks from
Stargate project (activities for the features which are critical to proceed according to the planned Commercial PDA phone program schedule): 
 [***] 
 Software (SW) – Plans and Specifications 
 [***] 
 SW – Deferred
tasks from Stargate project (activities for the features which are critical to proceed according to the planned Commercial PDA phone program schedule) 
 [***] 
 WP5: Verification and validation specification including operator testing 
 EB will perform test planning and extensive testing for the Commercial PDA Phone during specification phase (M0-M1). EB will perform the following
activities: 
 [***] 
 WP6: Operations, Logistics, Sourcing and After Sales . 
 At a minimum, EB will perform the following planning and
specification tasks: 
 [***] 
  

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 3. PERIOD OF PERFORMANCE 
 Based on the planned schedule the period of performance for work to be performed by EB under this SOW is approximately [***] months, starting [***] and ending [***]. 
 4. SCHEDULE 
 The following table includes the target schedule for Commercial PDA phone development. 
 Commercial PDA Phone development program target milestone schedule 
  

								
	 Milestone
 or Phase
	  	 ID
 (EB)
	  	 Description
	  	Target Date	 
	 Milestone
	  	M0	  	[***]	  	[***	]
	 Milestone
	  	M0.5	  	[***]	  	[***	]
	 Milestone
	  	M1	  	[***]	  	[***	]
	 Milestone
	  	M1.1	  	[***]	  	[***	]
	 Milestone
	  	M1.2	  	[***]	  	[***	]
	 Milestone
	  	M1.3	  	[***]	  	[***	]
	 Milestone
	  	M2	  	[***]	  	[***	]
	 Milestone
	  	M3	  	[***]	  	[***	]
	 Milestone
	  	M4	  	[***]	  	[***	]

 This statement of work is covering the specification phase (M0-M1) of the program. New SOW is needed for further
development after specification phase. 
 5. TERRESTAR FURNISHED ITEMS 
 The following table list Terrestar Furnished Items to Elektrobit which originate from Program Parties or
3rd Parties. 
 Commercial PDA Phone program
specification phase Terrestar Furnished Items: 
  

																
	 Domain
	  	Input for
the Work
Package(s)	 	 	TerreStar
Furnished
Item	 	 	Document
or Action
where the
items is to
be clarified	 	 	Milestone	 	 	Responsible	 
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]

  

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	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]

 6. EB DELIVERABLES 
 The following table represents Elektrobit deliverables. 
 The Deliverables based on inputs from other Program Parties and further activities during
Commercial PDA Phone program specification phase (M0 – M1) by Elektrobit 
  

																
	 Domain
	  	Work
Package	 	 	EB
Deliverable	 	 	Deliverable
format	 	 	Milestone	 	 	Responsible	 
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]
	 [***]
	  	[***	]	 	[***	]	 	[***	]	 	[***	]	 	[***	]

  

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	 [***]
	  	[***]	 	[***]	 	[***]	 	[***]	 	[***	]
	 [***]
	  	[***]	 	[***]	 	[***]	 	[***]	 	[***	]
	 [***]
	  	[***]	 	[***]	 	[***]	 	[***]	 	[***	]
	 [***]
	  	[***]	 	[***]	 	[***]	 	[***]	 	[***	]
	 [***]
	  	[***]	 	[***]	 	[***]	 	[***]	 	[***	]

 7. PROJECT DEPENDENCIES AND ASSUMPTIONS 
 The following table lists some but not all of the Commercial PDA phone dependencies and assumptions during specification phase (M0 – M1). These inputs will work as enablers for EB work and have an effect on the
schedule, cost and quality of EB support. Dependencies are indicated a D and Assumptions with an A. 
  

									
	 Item #
	  	Category	 	 	Work
package	 	 	 Description

	[***]	  	[***	]	 	[***	]	 	[***]
	[***]	  	[***	]	 	[***	]	 	[***]
	[***]	  	[***	]	 	[***	]	 	[***]
	[***]	  	[***	]	 	[***	]	 	[***]
	[***]	  	[***	]	 	[***	]	 	[***]
	[***]	  	[***	]	 	[***	]	 	[***]
	[***]	  	[***	]	 	[***	]	 	[***]
	[***]	  	[***	]	 	[***	]	 	[***]

 8. PLACE OF PERFORMANCE AND DELIVERY TERMS 
 EB will perform the work primarily on EB premises in Finland. Manufacturing of the Commercial PDA phone (including prototypes) is on [***] factory in [***]. There is also need for integration camps and review meetings
with third parties’ premises. Travelling to [***] and third parties are needed during the project. Those travelling costs are estimated in the project costs. Travelling to other locations or with other purposes with additional expenses must be
pre-approved by TerreStar and EB 
 9. ACCEPTANCE OF DELIVERABLES 
 As set forth in section 6 of the Agreement, TSN will notify EB of its acceptance or rejection of the deliverables within the thirty (30) day Acceptance period. See the schedule in section 4 in this SOW. 
  

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 10. PRICING AND PAYMENTS 
 The services under this SOW will be performed on time and material basis including materials, travel and other expenses. 
 Billing, payment and
other terms and conditions shall be according to the Agreement. If TerreStar terminates this SOW before milestone M1, TerreStar will pay EB a prorated amount of the price in the following table (Table 10.1). 
 The not-to-exceed amount for the services and expenses are as follows. Exceeding these amounts requires written approval from TerreStar Networks. EB will provide status
reports every two weeks during the period of performance with information on amounts incurred and a revised forecast for the remaining work to be done. 
  

						
	 Phase
	  	 Description
	  	 
	 M0 – M1
	  	Services: Resource costs	  	$	[***]
	 M0 – M1
	  	Expenses: Travelling, materials, other costs	  	$	[***]
		  	Total:	  	$	3,225,670 USD

 Table 10.1. Not-to-exceed amount for the SoW 
 10.1. Payment 
 TSN will pay all undisputed amounts with in thirty
(30) days of receipt of EB’s invoice, as set in section 2.1.4 of the Agreement 
 11. CONSULTANT MANAGEMENT AND THIRD PARTY COORDINATION 

 TSN and EB shall each appoint individuals who shall together serve as the Consultant Steering Group. The Consultant Steering Group will be called upon to
resolve any issue in day-to-day aspects of the support effort. 
 Items that can not be addressed or decided in the Consultant Steering Group will take to
TerreStar for decisions. 
 TSN is responsible for coordinating between EB and Hughes Network Systems, LLC (Hughes). In the event that a dispute arises
between EB and Hughes, TSN will provide the final resolution to any such dispute with respect to EB’s course of action, and EB agrees to be bound by TSN’s decision. 
 12. CONSULTANT STEERING GROUP 
  

															
	 	  	TerreStar	  	 	  	EB	 	 	 	 	 	Hughes	  	 
	 Name
	  	Technical	  	Business	  	Technical	 	 	Business	 	 	Technical	  	Business
		  		  		  	[***	]	 	[***	]	 		  	

  

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 13. INTELLECTUAL PROPERTY RIGHTS 
 Ownership and license rights for any EB deliverables provided under this SOW are covered by Section 6 (Ownership of Work Product) of the Agreement 
 IN WITNESS WHEROF the parties here to have caused this Statement of Work to be executed by their respective duly authorizes representatives as of the last date written below (the “Effective Date”)

  

									
	TerreStar Networks Inc.	 		 	Elektrobit Inc.
					
	By:	 	 /s/ Jeffrey W. Epstein
	 		 	By:	  	 /s/ Vesa Raudaskoski

	Name:	 	Jeffrey W. Epstein	 		 	Name:	  	Vesa Raudaskoski
	Title:	 	President	 		 	Title:	  	President
	Date:	 	December 19, 2008	 		 	Date:	  	January 2, 2009

  

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