<PAGE>

                                                                    Exhibit 10.5
                                                                    ------------
EARTHWATCH INCORPORATED


                                    Contract
                                      for
                              Engineering Services
                                    between
                            Earthwatch Incorporated
                                      and
                                Ball Aerospace &
                            Technologies Corporation



                              Contract #9602-0117

         EarthWatch Incorporated: "An Imaging and Information Company"
-------------------------------------------------------------------------------
               1900 Pike Road, Longmont, Colorado USA 80501-6700
                      Tel: 303.682.3800 Fax: 303.682.3848
<PAGE>

                                                  Contract #9602-0117

                       Table of Contents

Article 1      Services

Article 2      Price

Article 3      Payment

Article 4      Period of Performance

Article 5      Warranty

Article 6      Independent Contractor

Article 7      Indemnification

Article 8      Proprietary Information

Article 9      Access

Article 10     Delegation of Responsibility

Article 11     Force Majeure

Article 12     Termination

Article 13     Applicable Laws

Article 14     Arbitration

Article 15     Liability

Article 16     Assignment

Article 17     Entire Agreement

Article 18     No Third Party Beneficiaries

Article 19     Severability

                                                                               2
<PAGE>

                                                             Contract #9602-0117

This Contract is entered into this 1st day of March, 1996, by and between
Earthwatch, Incorporated, a corporation organized and existing under the laws of
the State of Delaware, having an office at 1900 Pike Road, Longmont, Colorado,
80501, (hereinafter referred to as "Earthwatch"), and Ball Aerospace and
Technologies Corporation, a corporation organized and existing under the laws of
the State of Delaware, having an office at 10 Longs Peak Drive, Broomfield,
Colorado, 80021 (hereinafter referred to as "BATC").

                                  WITNESSETH
                                  ----------

WHEREAS, Earthwatch has a need for engineering and technical management support
for integration and test of privately owned satellite remote sensing systems,

WHEREAS, BATC is willing to provide the engineering and technical management
support to assist Earthwatch's technical staff,

WHEREAS, BATC has agreed with Earthwatch to provide technical assistance to
Earthwatch for certain consideration,

NOW, THEREFORE, in consideration of the mutual premises and covenants herein
contained, the parties hereby agree as follows:

Article 1 Services
------------------

BATC will provide and Earthwatch will pay for the engineering and technical
management support required to assist Earthwatch in the integration and test of
satellite remote sensing systems throughout the period of performance and in
accordance with the terms and conditions of this contract. Such services shall
be performed by individuals as employees of BATC, an independent contractor.
BATC shall not provide Services under this Agreement, which are performed by its
employees, in jurisdictions where such employees have not been admitted to
practice such professional services or otherwise do not have a requisite
professional license or certification. BATC shall determine both the staffing
required and the particular personnel assigned to perform the Services. The work
contemplated to be performed by BATC shall be at or about the Earthwatch
facilities located in California and Colorado.

                                                                               3
<PAGE>

                                                  Contract #9602-0117

Article 2 Price
---------------

The price of the Services is exclusive of all sales, use, value added, excise,
privilege, personal property or other taxes or duties occasioned by the use of
the Services.

2.1  Labor
----------

All Labor charges shall be at BATC's actual labor costs plus burdens and profit
at eight (8) percent. The following hourly rates represent the average selling
price per labor hour for each of the available labor categories:

<TABLE>
<CAPTION>
Engineering                       Production & Test
-------------------------------   -------------------------
Position          Avg Hrly Rate   Position    Avg Hrly Rate
--------          -------------   --------    -------------
<S>               <C>             <C>         <C>
Sr Mqr            $118.00         Sr Mgr            $113.00
Mgr               $ 98.00         Mgr               $ 95.00
Pr Eng'r          $103.00         Pr Eng'r          $100.00
Sr Eng'r          $ 83.00         Sr Eng'r          $ 88.00
Eng'r/TS2         $ 68.00         Eng'r/TS2         $ 68.00
Eng'r/TS1         $ 53.00         Eng'r/TS1         $ 57.00
Sr Adm/Sup        $ 75.00         Sr Adm/Sup        $ 73.00
Adm/Sup2          $ 54.00         Adm/Sup2          $ 63.00
Adm/Supl          $ 41.00         Adm/Supl          $ 44.00
Sr Tech           $ 47.00         Sr Tech           $ 52.00
Tech              $ 35.00         Tech              $ 36.00
Sr Insp           $ 45.00         Sr Insp           $ 44.00
Insp              $ 30.00         Insp              $ 31.00
Sr Dr/Gr          $ 46.00         Sr Plnr           $ 48.00
Sr Plnr           $ 46.00         Sr Mach           $ 55.00
Plnr              $ 36.00         Mach              $ 34.00
Sr Cler           $ 37.00         Sr Cler           $ 33.00
Cler              $ 31.00         Cler              $ 29.00
Pr Ass'y          $ 32.00

Sample Calculations (Engineering Category)
-------------------------------------------------
Sr Mgr                5 hrs x $118/hr = $590.00
Sr Eng'r               2 hrs x $83/hr = $166.00
Tech                  2.5 hrs x $35/hr = $87.50
-------------------------------------------------
                             Total = $843.50
</TABLE>

                                                                               4
<PAGE>

                                                  Contract #9602-0117

2.2  Materials
--------------

All Material charges shall be at BATC's actual cost plus burdens at 143 percent.
Profit shall not be included in Material charges.

Sample Calculations:
     3 electronic transistors @  $7.50 = $22.50
                                       X 1.43 burden
                                       ------
                                       $32.18

2.3  Other Direct Costs (ODC)
-----------------------------

ODC charges such as expenditures for telephone, mailing, computer time and
miscellaneous expenses shall be charged at BATC's actual cost plus burdens at
126 percent. Profit shall not be included in ODC charges.

2.3.1  Travel

Travel costs including airfare, automobile rental, lodging, meals, and
miscellaneous expense will be charged at BATC's actual costs as defined in BATC
Directive and Procedure No. D & P 10.03, dated May 1, 1992 as amended, plus
burdens at 126 percent. Profit will not be included in travel charges.

Article 3  Payment
------------------

Payment will be made by Earthwatch within net 30 days after the date of BATC's
monthly invoice to:

          Ball Corporation
          10 Longs Peak Drive
          Broomfield, CO 80021

Article 4 Period of Performance
-------------------------------

The term of this Contract is from 1 March 1996 through 31 December 1996. Any
work requested that will require performance beyond this date will require a
written amendment to this contract.

                                                                               5
<PAGE>

                                                             Contract #9602-0117

Article 5  Warranty
-------------------

BATC AGREES TO PERFORM ITS SERVICES WITH THAT STANDARD OF CARE AND GOOD FAITH AS
IT USES IN PERFORMING SERVICES FOR ITS OWN ACCOUNT. THE FOREGOING WARRANTY IS IN
LIEU OF ALL OTHER WARRANTIES, GUARANTEES, DUTIES OR OBLIGATIONS, WHETHER
EXPRESSED, IMPLIED OR STATUTORY, ANY REPRESENTATION OR WARRANTY AS TO
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARISING OUT OF THIS CONTRACT
OR THE SERVICES.

Article 6  Independent Contractor
---------------------------------

BATC shall not and shall not be deemed to, as a result of the performance of the
work, supervise, direct or have control over the performance by Earthwatch or
its lower tier subcontractors (if any) and vendors (if any) nor shall BATC have
authority over or responsibility for means, methods, techniques, sequences or
procedures of work selected by Earthwatch or its subcontractors and vendors or
for any failure to comply with any contract requirements, laws, regulations,
rules, ordinances or codes applicable to Earthwatch's work. BATC does not
guarantee the performance of work by Earthwatch, its subcontractors and vendors;
Earthwatch shall be solely responsible for the performance of its work in
accordance with Earthwatch's contract with its customers and for the performance
of Earthwatch's subcontractors and vendors in their respective contracts with
Earthwatch.

Article 7  Indemnification
--------------------------

Earthwatch recognizes that it is solely responsible for its own performance, the
performance of its subcontractors and any other consultants with respect to the
Earthwatch business activities or any other use which may be made of the work
furnished hereunder. Earthwatch hereby waives any claim it may have against
BATC, its officers, directors, contractors, subcontractors, employees and
agents, and agrees to indemnify and save BATC, its officers, directors,
contractors, subcontractors, employees, and agents harmless from any and all
claims, losses, lawsuits, damages, costs or expenses including reasonable
attorneys' fees including without limitation claims by Earthwatch employees,
arising from or relating to:

(a)  the performance or nonperformance by BATC of the work or the furnishing by
     BATC of facilities, equipment or administrative and technical information
     or assistance hereunder, irrespective of whether such claim, loss, lawsuit,
     damage,

                                                                               6
<PAGE>

                                                  Contract #9602-0117

     cost or expense arises out of or is alleged to have arisen out of or caused
     by breach of warranty or otherwise, except in the case of BATC's gross
     negligence or willful misconduct;

(b)  the use by Earthwatch of any technical information, administrative
     assistance, consultations or advice furnished by BATC or its employees that
     infringes or is alleged to infringe any patents, copyrights or other
     intellectual property rights owned by third parties;

(c)  damage to property of BATC and its customers, and injuries, including fatal
     injury, to all persons arising out of or related to this Contract.

The provisions of this section shall survive rescission, termination, expiration
or cancellation of this Contract.

Article 8  Proprietary Information
----------------------------------

Earthwatch and BATC understand that data or information disclosed by either
party or any of its operating divisions to any employee during the performance
of this agreement may be deemed to be Proprietary and Confidential to the
disclosing party. Therefore, the parties undertake to treat and maintain such
data in strict secrecy and confidence.

Data and information generated by BATC under the terms of this contract shall be
considered Earthwatch Proprietary and marked accordingly. Earthwatch shall have
exclusive right to use this data for other markets. Exclusive of the data and
information generated under the terms of this agreement, Earthwatch and BATC
understand that certain other data disclosed by either party may be deemed
Proprietary and Confidential by that party.

This Article shall not restrict the use by either party of information which, as
established by written documentation, is substantially in its entirety (i)
publicly available from sources other than as a result of disclosure directly or
indirectly by either party, (ii) obtained on a nonconfidential basis from a
source other than the disclosing party which is entitled to disclose the
information and/or (iii) independently developed by the receiving party without
use of the other party's Proprietary data provided.

Both parties shall exercise all proper diligence and use every proper precaution
to prevent any other party from having access to Proprietary data provided,
however, that either party shall be entitled to disclose the Proprietary data to
responsible consultants, advisors, vendors and suppliers of equipment, software
and services who are necessary to carry out its business and the purposes of
this Agreement and who have entered into nondisclosure

                                                                               7
<PAGE>


                                                  Contract #9602-0117

agreements with the receiving party in a form no less restrictive that the terms
of this Article.

Both parties shall abide by all confidentiality obligations relating to third
party information that may be included in the Proprietary data disclosed to the
receiving party, provided that the receiving party is notified in writing or
otherwise becomes aware of such confidentiality obligations prior to the time
that the party fails to abide by such obligations, and shall indemnify and hold
the other harmless form and against all claims, damages, losses, costs and
expenses (including reasonable attorneys' fees) arising out of or alleged to
have arisen out of either party's failure to do so, provided that the other
party is notified in writing by the disclosing party or otherwise becomes aware
of such confidentiality obligations prior to the time of the failure to abide by
such obligations.

The provisions of this section shall survive rescission, termination, expiration
or cancellation of this Contract.

Notwithstanding any provision of this agreement, Earthwatch shall have the
exclusive right to use data and information developed by BATC for Earthwatch in
commercial markets as defined in the Property Transfer Agreement dated January
27, 1995 and BATC shall have the right to use such data and information for all
other uses and markets.

Article 9  Access
-----------------

Earthwatch agrees to grant access to representatives of BATC to its facilities
and its employees, agents and consultants to provide the services provided for
under this Agreement, if necessary.

Article 10 Delegation of Responsibilities
----------------------------------------

In consultation with Earthwatch, BATC may delegate its responsibilities and
obligations hereunder from time to time as may be required in its discretion,
but no such delegation shall operate to relieve either party from its
responsibility for the faithful performance of this Agreement.

                                                                               8
<PAGE>

                                                             Contract #9602-0117

Article 11  Force Majeure
-------------------------

BATC or Earthwatch, as appropriate, shall be excused for failure to perform any
part of this Agreement due to events beyond its control, including but not
limited to: fire, storm, flood, earthquake, explosion, accident, acts of public
enemy, riots and other civil disturbances, injunctions, transportation embargoes
or delays, acts of God, failure of performance of third parties necessary to
BATC's or Earthwatch's performance under this Agreement, or the laws or
regulations of the federal, state or local government or branch or agency
thereof; provided, however, no force majeure event shall excuse the obligation
of the party claiming the benefit of a force majeure event from paying the
applicable fees for any services provided by the other party.

Article 12 Termination
----------------------

Earthwatch may terminate BATC's assistance by giving thirty (30) days advance
written notice to BATC, specifying the effective date upon which BATC's services
are terminated. In such event, BATC shall be paid pursuant to the terms of this
Contract for (a) all work performed up to the effective date of such
termination, (b) for time and materials using the rates in Article 4 above,
which may be incurred by BATC after the effective date of termination
attributable to bringing BATC's work to an orderly conclusion. A proposal for
(b) above shall be submitted to Earthwatch within thirty (30) days of written
notification of termination; such proposal when added to the work accomplished
to date shall not exceed the total value of this Contract.

Article 13 Applicable Laws
--------------------------

This Contract shall be governed by and construed in accordance with the laws of
the STATE OF COLORADO, U.S.A.

Article 14 Arbitration
----------------------

Any dispute or controversy arising out of, in connection with or in relation to
this Contract will be determined and settled, at the election of either party
made within sixty (60) days of receipt of written notice of the existence of any
such dispute or controversy, by arbitration to be held in Denver, Colorado, in
accordance with the rules then prevailing of the American Arbitration
Association. Arbitration may be conducted by one arbitrator by mutual agreement
of the parties or by three arbitrators, if the parties cannot so agree, with
each party choosing one arbitrator and the chosen arbitrators choosing the
third. Any award rendered therein shall be final and binding upon BATC

                                                                               9
<PAGE>

                                                             Contract #9602-0117

and Earthwatch and may be entered thereon in the appropriate state court of the
State of Colorado for the City and County of Denver.

Article 15  Liability
---------------------

a)   The sole remedy of Earthwatch for any claim relating to the performance or
nonperformance of the Services or other obligations under this Contract shall be
a refund by BATC to Earthwatch of any charges or fees paid for the applicable
Services. It is expressly agreed that the Contract sets forth the sole and
exclusive remedies available to Earthwatch and that BATC's liabilities are
limited as set forth herein. BATC has neither granted nor assumed any other
warranties, guarantees, duties, liabilities or obligations, either express,
implied, statutory, at law or in equity.

b)   BATC shall, under no circumstances, be liable for special, incidental,
exemplary, punitive, or consequential damages, including, but not limited to,
loss of profit or anticipated revenue, interest, loss of use, loss by reason of
non-operation or service, cost of substitute materials or equipment,
nonconforming or defective goods or services furnished hereunder or other such
claims arising from any cause whatsoever, whether or not such loss or damage is
based in contract, warranty, tort (including negligence), strict liability,
indemnity or otherwise. Earthwatch shall indemnify and hold BATC harmless from
any such damages as may be claimed by any direct or indirect customer of
Earthwatch.

c)   The total liability of BATC for all claims of any kind, whether based in
contract, warranty, tort (including negligence), strict liability, indemnity or
otherwise, arising out of, connected with or resulting from BATC's performance
or breach of this Contract or from nonperformance of the goods or services
furnished under this Contract, shall in no event exceed the total consideration
for the goods and services furnished hereunder.

Article 16  Assignment
----------------------

Earthwatch shall not assign the Contract or any benefits arising therefrom
without the prior written consent of BATC. This provision against assignment
shall not apply to the sale or merger of either party with a third party.

Article 17  Entire Agreement
----------------------------

This Contract constitutes the entire agreement among the parties hereto with
respect to the subject matter hereof and supercedes and cancels all previous
agreements,

                                                                              10
<PAGE>

                                                  Contract #9602-0117

negotiations, commitments and/or representations made among the parties hereto
either oral or in writing. This Contract cannot be altered, amended, modified or
supplemented except by written instrument or instruments signed by respective
duly authorized representatives of the parties hereto.

Article 18  No Third Party Beneficiaries
----------------------------------------

Each of the provisions of this Agreement is for the sole and exclusive benefit
of the parties hereto assigned respectively, as their interests may appear, and
shall not be deemed for the benefit of any other person or entity or group of
persons or entities.

Article 19  Severability
------------------------

The provisions of this Contract shall be deemed to be severable, and any
invalidity of any provision of this Contract shall not affect the validity of
the remaining provisions of this Contract.

                                                                              11
<PAGE>

                                                 Contract #9602-0117

IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed
by their respective duly authorized representatives as of the date first above
written.


EARTHWATCH, INCORPORATED


By:/s/ Richard N. Herring            2/29/96
   ---------------------------       -------
       Richard N. Herring            Date
       Chief Executive Officer



BALL AEROSPACE & TECHNOLOGIES CORPORATION

By:/s/ E. L. Vande Noord              3/4/96
   --------------------------         ------
       E. L. Vande Noord              Date
       Senior Vice President
       General Manager

                                                                              12
<PAGE>

                                   AMENDMENT 1
                                       to
                               CONTRACT 9602-0117
                                    between
           EARTHWATCH, INC. AND BALL AEROSPACE AND TECHNOLOGIES CORP.
                                    for the
                              ENGINEERING SERVICES

This Amendment incorporates the following changes to the Contract. The changes
are identified by the relevant article number.

Article 2.1 is deleted in its entirety and replaced with the following:

2.1    Labor
------------

All labor charges shall be at BATC's actual labor costs plus burdens and profit
at eight percent (8%)

Article 2.2 is amended as follows:

2.2    Materials
----------------

All material charges shall be at BATC's actual cost plus burdens of 19 percent
(19%).

Sample calculations:

          3 electronic transistors @ $7.50 = $22.50
                            burden @   19% = $ 4.28
                                             ------
          Billable Amount                    $26.78

Article 4 is amended to extend the period of performance until December 31,
1997.

ARTICLE 4  Period of Performance
--------------------------------

The article is amended to extend the period of performance through 31 December
1997. The total period of performance now is from 1 March 1996 to 31 December
1997.

                                    1 of 2
<PAGE>

                                                              Contract 9602-0117
                                                                     Amendment 1
                                                                        02/24/97

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective duly authorized representatives as of Monday, February 24,
1997.

EARTHWATCH, INCORPORATED

By: /s/ Richard N. Herring
   -----------------------------                 -------------------------------
   Richard N. Herring                            Date: February 24, 1997
   Chief Executive Officer

BALL AEROSPACE SYSTEMS DIVISION

By: /s/ George Niquette                          2/28/97
   -----------------------------                 -------------------------------
   George Niquette                               Date
   Manager, Contracts

                                    2 of 2
<PAGE>

                                   AMENDMENT 2

                                       to

                               CONTRACT 9602-0117

                                    between

           EARTHWATCH, INC. AND BALL AEROSPACE AND TECHNOLOGIES CORP.

                                    for the

                              ENGINEERING SERVICES


This Amendment incorporates the following changes to the Contract. The changes
are identified by the relevant article number.

Article 4 is amended to extend the period of performance until December 31,
1998.

ARTICLE 4 PERIOD OF PERFORMANCE
-------------------------------

The article is amended to extend the period of performance through 31 December
1998. The total period of performance now is from 1 March 1996 to 31 December
1998.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective duly authorized representatives as of Wednesday, February 4,
1998.

EARTHWATCH, INCORPORATED

By: /s/  Barbara S. Keller                      2/11/98
   -----------------------------                ------------------------------
                                                Date
BALL AEROSPACE SYSTEMS DIVISION

By: /s/ T.H. Lapotosky                          2/4/98
   -----------------------------                -------------------------------
   T.H. Lapotosky                               Date
   Director, Contracts &
   Government Compliance
<PAGE>

                                   AMENDMENT 3

                                       to

                               CONTRACT 9602-0117

                                    between

           EARTHWATCH, INC. AND BALL AEROSPACE AND TECHNOLOGIES CORP.

                                    for the

                             ENGINEERING SERVICES


This Amendment incorporates the following changes to the Contract.

               Page 4
               Page 5

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective duly authorized representatives as of Tuesday, February
17,1998.

EARTHWATCH, INCORPORATED

By: /s/ Barbara Keller                            3/6/98
   --------------------------------               ---------------------------
                                                  Date

BALL AEROSPACE SYSTEMS DIVISION

By: /s/ T.H. Lapotosky                            2/17/98
   --------------------------------               ---------------------------
   T.H. Lapotosky                                 Date
   Drector, Contracts &
   Government Compliance
<PAGE>

                                                             Contract #9602-0117
                                                                 Amendment No. 3

Article 2     Price
-------------------

The price of the Services is exclusive of all sales, use, value added, excise,
privilege, personal property or other taxes or duties occasioned by the use of
the Services.

2.1    Labor
------------

All labor charges shall be at BATC's actual labor costs plus burdens and profit
at eight (8) percent. The following hourly rates represent the average selling
price per labor hour for each of the available labor categories:

<TABLE>
<CAPTION>
1998 Labor Rates
---------------------------------------------------------------------------------------------------
Engineering                                       Production & Test

Position                         Avg. Hrly Rate   Position                           Avg. Hrly Rate
--------                         -------------    --------                           --------------
<S>                              <C>              <C>                                <C>
Senior Manager                      $142.23       Senior Manager                         $159.17
Manager                             $120.40       Manager                                $128.40
Principal Engineer                  $128.35       Principal Engineer                     $133.37
Senior Engineer                     $103.49       Senior Engineer                        $118.68
Engineer/Tech Spec 2                $ 82.24       Engineer/Tech Spec 2                   $ 91.61
Engineer/Tech Spec 1                $ 63.31       Engineer/Tech Spec 1                   $ 75.86
Senior Administrator/Supervisor     $ 92.67       Senior Administrator/Supervisor        $ 97.05
Administrator/Supervisor 2          $ 65.29       Administrator/Supervisor 2             $ 84.21
Administrator/Supervisor 1          $ 51.09       Administrator/Supervisor 1             $ 58.52
Senior Technician                   $ 61.56       Senior Technician                      $ 70.24
Technician                          $ 45.09       Technician                             $ 51.63
Senior Inspector                    $ 56.61       Senior Inspector                       $ 63.13
Inspector                           $ 39.60       Inspector                              $ 43.17
Senior Drafting/Graphics            $ 57.22       Senior Planner                         $ 65.34
Senior Planner                      $ 55.62       Senior Machinist                       $ 72.78
Planner                             $ 43.30       Machinist                              $ 52.54
Senior Clerical                     $ 45.16       Senior Clerical                        $ 48.65
Clerical                            $ 38.10       Clerical                               $ 39.04
</TABLE>

Sample Calculations (Engineering Category)
------------------------------------------
<TABLE>
<CAPTION>
                                     Hours                Rate                 Price
                                     -----                ----                 -----
<S>                                  <C>                <C>                  <C>
Senior Manager                          5               $142.23              $  711.16
Senior Engineer                         2               $103.49              $  206.98
Technician                            2.5               $ 45.09              $  112.73
                                      9.5                                    $1,030.87
-----------------------------------------------------------------------------------------------------
</TABLE>

                                    Page 4
<PAGE>

                                                             Contract #9602-0117
                                                                 Amendment No. 3

2.2    Materials
----------------

All material charges shall be at BATC's actual costs plus burdens at 115
percent. Profit shall not be included in Material charges.

Sample Calculations:

     3 Electronic Transistors @  $7.50     $22.50
     Burden Factor                1.15       1.15
                                           ------
                                           $25.88
2.3    Other Direct Costs (ODC)
-------------------------------

ODC charges such as expenditures for telephone, mailing, computer time and
miscellaneous expenses shall be charged at BATC's actual cost plus burdens at
124 percent. Profit shall not be included in ODC charges.

2.3.1   Travel

Travel costs including airfare, automobile rental, lodging, meals and
miscellaneous expenses will be charged at BATC's actual costs as defined in BATC
Directive and Procedures No. D&P 10.03, dated May 1, 1992 as amended, plus
burdens at 124 percent. Profit shall not be included in travel charges.

Article 3    Payment
--------------------

Payment will be made by EarthWatch within net 30 days after the date of BATC's
monthly invoice to:

          Ball Corporation
          10 Longs Peak Drive
          Broomfield, CO 80021

Article 4    Period of Performance
----------------------------------

The term of this Contract is from 1 March 1996 through 31 December 1998. Any
work requested that will require performance beyond this date will require a
written amendment to this contract.

                                    Page 5
<PAGE>

                                   AMENDMENT 4

                                       to

                               CONTRACT 9602-0117

                                    between

           EARTHWATCH, INC. AND BALL AEROSPACE AND TECHNOLOGIES CORP.

                                    for the

                              ENGINEERING SERVICES


This Amendment incorporates the following changes to the Contract.

               Page 5


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective duly authorized representatives as of Tuesday, February
17,1998.


EARTHWATCH, INCORPORATED


   /s/ Herbert F. Satterlee III                    1/15/99
By:___________________________________________     ________________
   Herbert F. Satterlee III                        Date




BALL AEROSPACE SYSTEMS DIVISION


   /s/ T.H. Lapotosky                              8/17/98
By:___________________________________________     ________________
   T.H. Lapotosky                                  Date
   Director, Contracts & Government Compliance
<PAGE>

                                  AMENDMENT 5

                                      to

                              CONTRACT 9602-0117

                                    between

          EARTHWATCH, INC. AND BALL AEROSPACE AND TECHNOLOGIES CORP.

                                    for the

                             ENGINEERING SERVICES


This Amendment incorporates the following changes to the Contract.

               Page 4, Article 2.1 "Labor"
               Page 5, Article 2.3 "Other Direct Costs (ODC)"
               Page 4, Article 4 "Period of Performance"

Entire Agreement. This Amendment, including the EXHIBITS hereto constitute the
entire understanding of the parties with respect to the subject matter of this
Agreement and supersedes all prior and contemporaneous agreements or
understandings. By signing this Amendment, each party represents to the other
that it has the authority to sign this Amendment and this Amendment is
enforceable against it in accordance with its terms.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective duly authorized representatives.


EARTHWATCH, INCORPORATED


   /s/ Herbert F. Satterlee III                    01/25/99
By:___________________________________________     ________________
   Herbert F. Satterlee III                        Date




BALL AEROSPACE SYSTEMS DIVISION


   /s/ T.H. Lapotosky                              1/25/99
By:___________________________________________     ________________
   T.H. Lapotosky                                  Date
   Director, Contracts & Government Compliance
<PAGE>

Amendment No. 5
Contract #9602-0117
Page 2


2.1 Labor
---------

All Labor charges shall be a BATC's actual labor costs plus burdens and profit
at eight (8) percent. The following hourly rates represent the average selling
price per labor hour for each of the available labor categories:

1999 Labor Rates by Category with 1999 Applied pricing Rates

<TABLE>
<CAPTION>
                                    Avg. Hourly                                     Avg. Hourly
     Engineering Position               Rate        Production & Test Position          Rate
     --------------------               ----        --------------------------          ----
<S>                                 <C>            <C>                              <C>
Senior Manager                        $164.27      Senior Manager                     $196.24
Manager                               $149.90      Manager                            $170.75
Principal Engineer                    $147.81      Principal Engineer                 $178.15
Senior Engineer                       $119.14      Senior Engineer                    $142.46
Engineer/Tech. Spec 2                 $ 93.48      Engineer/Tech. Spec 2              $108.46
Engineer/Tech Spec. 1                 $ 73.23      Engineer/Tech. Spec 1              $ 89.86
Senior Administrator/Supervisor       $ 97.13      Senior Administrator/Supervisor    $115.27
Administrator/Supervisor 2            $ 77.20      Administrator/Supervisor 2         $ 98.02
Administrator/Supervisor 1            $ 62.97      Administrator/Supervisor 1         $ 74.13
Senior Technician                     $ 66.58      Senior Technician                  $ 83.77
Technician                            $ 52.85      Technician                         $ 59.79
Senior Inspector                      $ 64.56      Senior Inspector                   $ 77.34
Inspector                             $ 46.29      Inspector                          $ 55.31
Senior Drafting/Graphics              $ 69.23      Senior Planner                     $ 81.87
Senior Planner                        $ 61.87      Senior Machinist                   $ 91.89
Planner                               $ 51.50      Machinist                          $ 61.44
Senior Clerical                       $ 51.85      Senior Clerical                    $ 57.38
Clerical                              $ 40.46      Clerical                           $ 50.19
</TABLE>

Sample Calculations (Engineering Category)
<TABLE>
<CAPTION>
                               Hours               Rate                Price
                               -----               ----                -----
<S>                            <C>               <C>                 <C>
Senior Manager                    5              $164.27             $  821.35
Senior Engineer                   2              $119.14             $  238.28
Technician                      2.5              $ 52.85             $  132.12
                                ---                                  ---------
                                9.5                                  $1,191.75
</TABLE>

2.3.1 Travel
------------

Travel costs including airfare, automobile rental, lodging, meals, and
miscellaneous expense will be charged at BASD's actual costs as defined in BATC
Directive and Procedure No. D&P 10.3, dated May 1, 1992 as amended, plus burdens
at 126% plus profit at eight (8%) percent.

Article 4 - Period of Performance
---------------------------------

Change the first sentence to read: "The term of this Contract is from 1 March
1996 through 31 December 1999."
<PAGE>

                                   AMENDMENT 6
                                       to
                               CONTRACT 9602-0117
                                    between
           EARTHWATCH, INC. AND BALL AEROSPACE AND TECHNOLOGIES CORP.
                                    for the
                              ENGINEERING SERVICES

This Amendment incorporates the following changes to the Contract as changed by
Amendment 1 of 2 February 1997, Amendment 2 of 11 February 1998, Amendment 3 of
6 March 1998, Amendment 4 of 15 January 1999, and Amendment 5 of 25 January
1999. The changes are identified by the relevant article number. All other terms
not noted as changed by this Amendment remain in force.

Article 1 Services, add the following subsection:

1.1 Service Orders.

Service Orders are issued for the performance of work under this contract and
are incorporated into this Contract. Each service order will be dated, contain
anticipated start and completion dates, include a Statement of Work, a list of
deliverables, and a suggested funding profile. BATC's response is due within
five (5) working days of issue and not later than five (5) working days prior to
the start date to allow for a negotiation and agreement period. Each service
order will be mutually agreed on by signature of both parties prior to
completion and delivery.

Article 2 Price is amended as follows:

Article 2 Price.

All labor, material and other direct costs (ODC), including travel, shall be at
BATC's actual costs plus burdens, and profit at 8%. The guideline average
composite labor hour price is $138.00. This rate is for funding guidance and
will be updated periodically to reflect actual prices.

Article 4 Period of Performance is amended as follows:

Article 4 Period of Performance.

Extend the period of performance through 31 December 2000. The total period of
performance now is from 1 March 1996 to 31 December 2000.

                                    1 of 3
<PAGE>

                                                              Contract 9602-0117
                                                                     Amendment 6

Article 20 Changes is amended as follows:

Article 20 Changes.

Changes to this Contract or any of its Service Orders shall be in writing and
binding on the parties when signed by their respective authorized
representatives.

Article 20.1

EarthWatch may direct changes within the general scope of the Contract that
affect a Service Order.

Article 20.2

Changes that modify the completion, Statement of Work, or funding profile of a
Service Order will be negotiated between the parties and result in mutually
agreeable adjustments.

                                    2 of 3
<PAGE>

                                                              Contract 9602-0117
                                                                     Amendment 6

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective duly authorized representatives as of the date of the last
signature below.


EARTHWATCH INCORPORATED


   /s/ Shawn Thompson                            1/6/00
By:_________________________________________     _________________
                                                 Date



BALL AEROSPACE & TECHNOLOGIES CORP.
AEROSPACE SYSTEMS DIVISION


   /s/ Raul A. Rossell                           01/05/2000
By:_________________________________________     _________________
   Raul A. Rossell                               Date
   Manager of Contracts
   Commercial Space Operations

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