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                                                                  Exhibit 10.11a


                       AMENDMENT TO EMPLOYMENT AGREEMENT

     This Amendment to Employment Agreement (this "Amendment"), is made and
entered into as of the 31 day of May, 2000, by and between Cidera, Inc., a
Delaware corporation (the "Company"), and  Robert M. Dunham (the "Executive").

                                    Recitals

     A. The Company and the Executive are parties to an Employment Agreement,
dated as of June 1, 1998 (the "Employment Agreement").

     B. The Company and the Executive desire to amend the Employment Agreement
as hereinafter set forth.

                                   Agreement

     In consideration of the promises and the terms and conditions set forth in
this Amendment, the parties agree as follows:

     1.  Amendment to Employment Agreement.

         (a) Section 1 of the Employment Agreement is amended and restated in
its entirety to read as set forth on Schedule A attached hereto.

         (b) Section 3 of the Employment Agreement is amended and restated in
its entirety to read as set forth on Schedule B attached hereto.

     2.  Effectiveness.  This Amendment shall become effective immediately upon
execution by the Company and the Employee.  Other than the amendment set forth
herein, the Employment Agreement shall remain in full force and effect.

                           [SIGNATURE PAGE FOLLOWS]






                                      1.
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     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.


                              CIDERA, INC., a Delaware corporation


                              By: /s/ Richard J. Hanna
                                  ______________________________
                                  Name: Richard J. Hanna

                                  Title: President and CEO


                                  /s/ Robert M. Dunham
                                  ______________________________
                                  Robert M. Dunham
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                                  SCHEDULE A

                AMENDMENT TO SECTION 1 OF EMPLOYMENT AGREEMENT

     Section 1 of the Employment Agreement is hereby amended and restated in its
entirety to read as follows:

     1.  EMPLOYMENT AND TERM.
         -------------------

         (a) Initial Term. The Company agrees to employ the Employee and the
Employee agrees to work for the Company, subject to the terms and conditions
below, for an additional one (1) year term, beginning June 1, 2000, and ending
May 31, 2001.

         (b) Renewal. The term of the Employee's employment may be renewed for
additional one year terms at the sole discretion of the Company, upon ninety
(90) days notice to the Employee.
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                                  SCHEDULE B

                AMENDMENT TO SECTION 3 OF EMPLOYMENT AGREEMENT


     Section 3 of the Employment Agreement is hereby amended and restated in its
entirety to read as follows:

     3.  Title; Duties.  The Employee shall be employed as Executive Vice
         -------------
President, Operations and Development, and shall perform duties that are
executive in nature, consistent with his title. The Employee shall diligently
and conscientiously devote his full time and attention and his best efforts to
discharge the duties assigned to him from time to time by the Company.  The
Company shall have the right to reassign the Employee to any other management
position for which the Employee is otherwise qualified, provided that the new
management position meets the following criteria:  (i) it entails duties that
would typically be assigned to a senior executive of the Company; (ii) it does
not result in a reduction in pay or benefits; and (iii) the Employee is not
required to relocate outside of the Maryland suburbs of the Washington, D.C.
area.  In the event that the Company reassigns the employee to a position which
does not meet these requirements, the Employee may elect to treat such
reassignment as a termination without cause, as defined in Section 5 and the
                                                           ---------
Employee shall be eligible for all rights defined in Section 5(c) below.
                                                     ------------





                                      2.