<PAGE>

Motorola, Inc.
SATCOM
2501 S. Price Road
Chandler, AZ 85248-2899

                                   TASK ORDER

Contract No.:C416TS

Task Order No.: 01       Effective Date of Task Order 1-16-96

To:      Computer Science Innovations, Inc.


     This Task Order is Issued pursuant to the above referenced  contract and is
governed by the terms thereof,

TASK TITLE  AND/OR  CLIN:  Operations  and  Maintenance  Center-Gateway  (OMC-G)
product verification.

TASK  DESCRIPTION:   CSI  shall  establish  and  manage  an  OMC-G  verification
laboratory  and  create  and  execute an OMC-G  verification  process.  All work
performed  under this Task Order shall be in  accordance  with the  requirements
specified in Exhibit C-1,  Statement of Work  #SOW-GO02l.GWS.  Individual  tasks
include the following:

      a)  Install an OMC-G verification lab
          1)  Current  ETC  Lab  facility  in  Gilbert,  AZ  to  be
              expanded to accommodate OMC-G activity.  Expansion to
              be   completed   as  depicted  in  CSI  proposal  for
              "Verification   of   the   Gateway   Operations   and
               Maintenance Center dated January 26, 1996.
      b)  Support the lab with qualified personnel
      c)  Manage and build the software releases from code delivered by the 
          developers
      d)  Create an acceptance test plan to verity each release to be 
          delivered to Gateway I & T team.
      e)  Create a verification plan that will verify the OMC-G functions for
          each of the delivered releases
      f)  Write test cases including methods, procedures, and scripts 
          compatible with the lab, acceptance plans. and verification plans
      g)  Execute test cases and correlate results into pass/fail reports
      h)  Provide first level defect reporting in support of defect resolution
      i)  Provide verification metrics to document the process

Task Deliverables:  Task Deliverables shall be as detailed in Paragraph 7.0 of 
SOW-GOD2l.GWS

Task Staffing  Plan  (including  key personnel and the estimated  hours by labor
category):

FIRM FIXED PRICE


                  For complete and timely  delivery of the Goods,  Documentation
and Services  specified in Exhibit D-1  (Performance  and Payment  Schedule) and
Exhibit F-1 (Performance and Payment Schedule-Fixed  Price),  Motorola shall pay
Seller the  designated  firm fixed  prices for each  milestone  itemized in both
exhibits.

LEVEL OF EFFORT


                  In addition to  Milestone  payments  per Exhibits D-1 and F-1,
Motorola shall pay Seller all  accrued-to-date  labor costs. Seller will invoice
these labor costs to Motorola on a monthly basis at the rates  identified in the
"LOE" column of the rate table below:

                            "CSI"              "LOE"
           Title         Hourly Rate        Hourly Rate    Range of Total Hours

Program Manager/             $103                $85            2,500-4,500
Principle Engineer
Senior Engineer               $70                $58            1,000-4,500
Engineer                      $55                $46            2,200-4,200
Administrator                 $24                $20              100-1,000

The range of total hours is a guideline  to use in the  performance  of the Task
Order, and for each labor category is the minimum and maximum  acceptable number
of hours to be billed  during  the LOE  portion  of the  contract,  starting  on
January 1, 1996. These ranges are based on a review of the total hours estimated
in each job  classification  to perform the tasks  detailed in the  Statement of
Work,  Exhibit C. The minimum  required number of total hours invoiced by Seller
to amortize  the entire  contract  value of Exhibit  B-1,  Line 29, 1996 Monthly
Labor Cost, shall be 8,512.


TRAVEL


                  Motorola shall pay all travel-related  expenses at actual cost
plus General and Administrative (G&A) rate of 16.5%.

OVERRUNS


                  Should the Seller  overrun the total contract value of Exhibit
B-1 Line 14, 1996 Monthly Labor Cost, Motorola may, at it's sole discretion, add
hours and appropriate  contract value to complete any remaining  milestones.  In
the  event  that  Motorola  elects to  terminate  this  contract  when the total
contract  value of Exhibit  B-1,  Line 14, 1996  Monthly  Labor  Cost,  has been
exhausted,  and before the  completion  of all  milestones,  Motorola  shall pay
Seller the balance remaining of the full Contract value.

                  To the extent that a Contract  overrun occurs through no fault
of the Seller, the Hourly Rate in the "CSI" Column of the above rate table shall
apply to any hours Motorola adds to the Contract by exercising  it's right to do
so.

                  For  all  additional  hours  Motorola  elects  to  add  to the
Contract due to Sellers responsibility.  the Hourly Rate will be negotiated, but
in no case will the negotiated  rates be less than the rates in the "LOE" Column
of the above rate table.  Both "LOE" and "CSI" Column rates for add-on hours are
negotiable up or down for cost-of-living factors.

                  Seller shall provide a breakdown of the labor hours  expended,
an a per-milestone basis, as the milestones are completed.  This breakdown shall
include  an  analysis  of any labor  hour  deviations  from plan per  Exhibit D.
Motorola and Seller shall reach agreement as to the cause of each deviation.
This  agreement  shall  help form the basis of  negotiation  in the event that a
total contract hours overrun occurs.

Travel Required:  During the development process subcontractor personnel may be
directed to visit the development sites in Italy.

Task Performance Schedule (including the Motorola required completion date): The
Task Performance Schedule shall be as defined in Exhibit D-1.

Required Materials (Materials, Equipment, Subcontracts, Etc.):  The materials
required for this Task Order are detailed in Exhibit C-1, the Statement of Work

Documents attached to this Task Order:

               Exhibit  B-1,  Task Order #01  Contract  Line Items
               Exhibit  C-1,  Statement of Work #  SOW-GO021.GWS
               Exhibit  D-1,  Task Order #01 Performance  and Payment  Schedule
               Exhibit  F-1,  Task Order #01 Fixed Price Payment Schedule
                              CSI proposal for "Verification of the Gateway
                              Operations and Maintenance Center,"
                              dated January 26, 1996

Estimated Total Labor Cost:                          ($646,962)
Estimated Travel Cost:                                ($46,000)
Lab Setup Cost Cost:                                 ($100,909)
Lab Operating Cost:                                   ($17,100)
G&A                                                   ($12,310)

ESTIMATED TOTAL COST OF TASK ORDER: ($823,282)*

*THIS AMOUNT MAY NOT BE EXCEEDED WITHOUT MOTOROLA'S PRIOR WRITTEN APPROVAL.

MOTOROLA, INC.                                             [SELLER]

/s/         Tim Odders               /s/               Gerald Longanbach
               (By)                                          (By)

                SBM                                     Vice President
              (Title)                                       (Title)

              2-28-96                                       3-13-96
              (Date)                                         (Date)



<PAGE>


--------------------------------------------------------------------------------
                         CHANGE ORDER/CONTACT AMENDMENT
         (only the boxes checked below are applicable to this document)
--------------------------------------------------------------------------------

Motorola, Inc.
Satellite Communications Division             Computer Science Innovations, Inc.
[Contracting Rep] Tim Odders                  Gerald Longanbach
(Address)         2501 S. Price Road          1235 Evans Road
                  Chandler, AZ  85248         Melbourne, FL  32904-2314
Telephone         (602) 732-4772              Telephone  (407) 676-2923
                  --------------------------- ---------------------------
Fax               (602) 732-4346              Fax        (407) 676-2355
                  --------------------------- ---------------------------------
CO/CA No.:         02     Dated:     2-26-96  To Contract No.: C416TS
                   --                -------                   ------

         A.       Change Order

1. Pursuant to the Article entitled  "Changes" in the above described  contract,
Motorola  hereby directs  Seller to immediately  adopt and implement the changes
set forth on Attachment A hereto.

2. This  change  order is a part of and is  governed  by the  provisions  of the
contract.  This Change Order is valid only if signed by  Motorola's  Contracting
Representative  named  in  the  contract  identified  above.  Any  claim  for an
equitable  adjustment as a result of adopting and implementing this Change Order
must be submitted in accordance with the items of the contract.

3.  Except as expressly modified by this Change Order, all other terms and 
conditions of the contract, as amended to date, remain in full force and effect.

4.  This Change Order becomes binding when a copy signed by Motorola's 
Contracting Representative is received by Seller.

         B.       Contract Amendment

1.  The parties to the above described contract hereby amend the contract 
as set forth on Attachment A hereto.

2.  The amendments on Attachment A are binding when this Contract  Amendment
has been  executed by the  Contracting  Representatives  of both  parties.  Such
amendments  constitute a full and final  settlement,  accord and satisfaction of
any and all claims  for an  equitable  adjustment  under the  contract  for such
changes,  and Seller  waives any  further  claims to such  adjustments  for such
changes.

3.  Except as expressly  amended by the  provisions on  Attachment A,  all
other terms and  conditions of the contract, as amended to date,  remain in full
force and effect.

         C.       Acknowledgments of Technical Requirements (include only 
                  applicable sign-offs)

1. By initialing  below, each person is indicating that the changes made by this
Change Order/Contract Amendment are completely understood by such person.

                 Motorola                                        Seller
    Satellite Communications Division                  (typed name and initials)

a.   Joe Kish                                   a.

b.   Carlton Clarke                             b.

c.                                              c.

         D.       Signatures

                  This document must be executed below in order to be effective.
                  Change  Orders  require only  Motorola's  execution.  Contract
                  Amendments require execution by both parties.

MOTOROLA, INC.                               Computer Science Innovations, Inc.
Satellite Communications Division
By /s/ Tim Odders                            By /s/ Gerald Longanbach
       Tim Odders, SBM                         Gerald Longanbach, Vice President

         E.       Acknowledgment of Receipt by Seller (for Change Orders only).

Received this ____ day of ________, 199__.


<PAGE>


                         CHANGE ORDER/CONTRACT AMENDMENT
                                  ATTACHMENT A



--------------------------------------------------------------------------------
CO/CA No. 01                                        Contract No.         C416TS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Seller:    Computer Science Innovations, Inc.
--------------------------------------------------------------------------------

Contract Amendment 02 changes as follows:

I)     ARTICLE I-DESCRIPTION OF WORK
       ARTICLE I SHALL READ AS FOLLOWS:

                  (a) Seller shall  provide,  on a firm fixed price  basis,  the
necessary  labor,  materials,  personnel,  facilities  and services  required to
design, develop,  manufacture,  assemble,  test, and deliver an ETC Facility Lab
and Plans and Procedures as required for the Basic Task  Description  defined in
Paragraph 4 of the SOW (Exhibit C) attached  herein.  Seller shall also provide,
on a Firm-Fixed  Level of Effort (with  Milestones)  basis the necessary  labor,
materials,  personnel,  facilities,  and services  required to design,  develop,
assemble,  test  scripts  and perform  integration  and test  necessary  for ETC
product  validation  (Goods,  Documentation  and Services) as  identified  under
"Contract  Line Items  detailed in Exhibit B." This effort shall be performed in
accordance with the requirements specified in Exhibit C, Statement of Work.

                  (b) Seller shall also provide the necessary labor,  materials,
personnel,  facilities,  and  services to perform work as defined in Task Orders
(Exhibit G) assigned and agreed to by both  Parties  under this  Contract.  Each
Task Order shall have a specific and separate Statement of Work attached.

II)    ARTICLE  2 - PERFORMANCE SCHEDULE
       ADD LINE TO ARTICLE SO AS TO READ:


"Seller  shall perform all work  hereunder and deliver the Goods,  Documentation
and Services described in Clause 3 as required by the Statement of Work, Exhibit
C, pursuant to the performance  schedule in Exhibit D. Seller shall also perform
all work  defined in future Task Orders as required by schedules  detailed  with
each respective Task Order.




<PAGE>



VI)    ARTICLE 7-Exhibits:
       Change to:
       "The  following  Exhibits  attached  hereto  are hereby  incorporated  by
reference into this Contract:


       Exhibit A -  Motorola's General Terms and Conditions of Purchase for the 
                    Iridium Communications System (Apr 94).
       Exhibit B -  Contract Line Items
       Exhibit C -  Statement of Work, dated October 31, 1995
       Exhibit D -  Performance and Payment Schedule
       Exhibit E -  Technical Specifications
       Exhibit F -  Performance and Payment Schedule-Fixed Price"
       Exhibit G -  Task Order(s)

V)     ARTICLE 8-Order of Precedence
       Change to:

     "In the  event of any  inconsistency  among or  between  the  parts of this
Contract, such inconsistency shall be resolved by giving precedence in the order
of the parts as set forth below:

       1.       These Contract Clauses
       2.       Exhibit A, General Terms and Conditions
       3.       Exhibit G, Task Order(s)
       4.       Exhibit B, Contract Line Items
       S.       Exhibit C, Statement of Work
       6.       Exhibit D, Performance and Payment Schedule
       7.       Exhibit E, Technical Specifications
       8.       Exhibit F, Performance and Payment Schedule-Fixed Price"



<PAGE>


                         CHANGE ORDER/CONTACT AMENDMENT
         (only the boxes checked below are applicable to this document)

Motorola, Inc.
Satellite Communications Division             Computer Science Innovations, Inc.
[Contracting Rep]  Tim Odders                 Rod McCormick
(Address)          2501 S. Price Road         1235 Evans Road
                   Chandler, AZ  85248        Melbourne, FL  32904-2314
Telephone          (602) 732-4772             Telephone  (407) 676-2923
                   -------------------        ---------------------------
Fax                (602) 732-3583             Fax        (407) 676-2355
                   -------------------        ---------------------------------
CO/CA No.:          03  Dated: 1-12-96        To Contract No.: C416TS
-- ------- ------

         A.       Change Order

1. Pursuant to the Article entitled  "Changes" in the above described  contract,
Motorola  hereby directs  Seller to immediately  adopt and implement the changes
set forth on Attachment A hereto.

2. This  change  order is a part of and is  governed  by the  provisions  of the
contract.  This Change Order is valid only if signed by  Motorola's  Contracting
Representative  named  in  the  contract  identified  above.  Any  claim  for an
equitable  adjustment as a result of adopting and implementing this Change Order
must be submitted in accordance with the items of the contract.

3. Except as expressly modified by this Change Order, all other terms and
conditions of the contract, as amended to date, remain in full force and effect.

4. This Change Order becomes binding when a copy signed by Motorola's
Contracting Representative is received by Seller.

         B.       Contract Amendment

1. The parties to the above described contract hereby amend the contract as
set forth on Attachment A hereto.

2. The  amendments on Attachment A are binding when this Contract  Amendment has
been  executed  by  the  Contracting   Representatives  of  both  parties.  Such
amendments  constitute a full and final  settlement,  accord and satisfaction of
any and all claims  for an  equitable  adjustment  under the  contract  for such
changes,  and Seller  waives any  further  claims to such  adjustments  for such
changes.

3. Except as expressly amended by the provisions on Attachment A, all other
terms  and  conditions  of the  contract,  as  amended  to date,  remain in full
force and effect.

     C.  Acknowledgments  of Technical  Requirements  (include  only  applicable
sign-offs)

1. By initialing  below, each person is indicating that the changes made by this
Change Order/Contract Amendment are completely understood by such person.

              Motorola                                      CSI
   Satellite Communications Division

a.                                           a.

b.                                           b.

c.                                           c.

         D.       Signatures

                  This document must be executed below in order to be effective.
                  Change  Orders  require only  Motorola's  execution.  Contract
                  Amendments require execution by both parties.

MOTOROLA, INC.                                Computer Science Innovations, Inc.
Satellite Communications Division
By /s/ Tim Odders                             By /s/ Rod McCormick
     Tim Odders, Strategic Business Manager      Rod McCormick, Program Manager

         E.       Acknowledgment of Receipt by Seller (for Change Orders only).

Received this ____ day of ________, 199__.


<PAGE>


                         CHANGE ORDER/CONTRACT AMENDMENT

                                  ATTACHMENT A

--------------------------------------------------------------------------------
CO/CA No. 03                                Contract No.         C416TS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Seller:       Computer Science Innovations, Inc.
--------------------------------------------------------------------------------

Contract Amendment 03 changes as follows:

 I)    Exhibit B-Contract Line Items:

     Exhibit B, Rev. 2 shall take precedence  over previous  Exhibit B documents
in all references within the Contract.

 II)   Exhibit F-Performance and Payment Schedule

     Exhibit F, Rev.  1 shall take  precedence  over  previous  Exhibit F in all
references within the Contract.

These  changes  are  being  made to add an  additional  $75,000  in  funding  to
compensate for additional  costs incurred  during the development of the ETC Lab
in Gilbert, AZ. These costs were a result of Motorola direction.



<PAGE>


                         CHANGE ORDER/CONTACT AMENDMENT
         (only the boxes checked below are applicable to this document)

Motorola, Inc.
Satellite Communications Division             Computer Science Innovations, Inc.
[Contracting Rep] Tim Odders                  Rod McCormick
(Address)         2501 S. Price Road          1235 Evans Road
                  Chandler, AZ  85248         Melbourne, FL  32904-2314
Telephone         (602) 732-4772              Telephone      (407) 676-2923
                  ------------------------    ---------------------------
Fax               (602) 732-3583              Fax            (407) 676-2355
                  ------------------------    ---------------------------------
CO/CA No.:    04         Dated:     8-12-96   To Contract No.:  C416TS
              -----            ------------                     ------

         A.       Change Order

1. Pursuant to the Article entitled  "Changes" in the above described  contract,
Motorola  hereby directs  Seller to immediately  adopt and implement the changes
set forth on Attachment A hereto.

2. This  change  order is a part of and is  governed  by the  provisions  of the
contract.  This Change Order is valid only if signed by  Motorola's  Contracting
Representative  named  in  the  contract  identified  above.  Any  claim  for an
equitable  adjustment as a result of adopting and implementing this Change Order
must be submitted in accordance with the terms of the contract.

     3. Except as expressly  modified by this Change Order,  all other terms and
conditions of the contract, as amended to date, remain in full force and effect.

     4. This Change  Order  becomes  binding  when a copy  signed by  Motorola's
Contracting Representative is received by Seller.

         B.       Contract Amendment

     1. The parties to the above described contract hereby amend the contract as
set forth on Attachment A hereto.

     2. The amendments on Attachment A are binding when this Contract  Amendment
has been  executed by the  Contracting  Representatives  of both  parties.  Such
amendments  constitute a full and final  settlement,  accord and satisfaction of
any and all claims  for an  equitable  adjustment  under the  contract  for such
changes,  and Seller  waives any  further  claims to such  adjustments  for such
changes.

     3. Except as expressly amended by the provisions on Attachment A, all other
terms  and  conditions  of the  contract,  as  amended  to date,  remain in full
force and effect.

     C.  Acknowledgments  of Technical  Requirements  (include  only  applicable
sign-offs)

1. By initialing  below, each person is indicating that the changes made by this
Change Order/Contract Amendment are completely understood by such person.

               Motorola                                      CSI
    Satellite Communications Division

a.   Jerry Longanbach                             a.

b.                                                b.

c.                                                c.

         D.       Signatures

                  This document must be executed below in order to be effective.
                  Change  Orders  require only  Motorola's  execution.  Contract
                  Amendments require execution by both parties.

MOTOROLA, INC.                                Computer Science Innovations, Inc.
Satellite Communications Division
By /s/ Tim Odders                             By /s/ Rod McCormick
Tim Odders, Strategic Business Manager           Rod McCormick, Program Manager

         E.       Acknowledgment of Receipt by Seller (for Change Orders only).

Received this ____ day of ________, 199__.

-------------------------------------


<PAGE>


                         CHANGE ORDER/CONTRACT AMENDMENT
                                  ATTACHMENT A



--------------------------------------------------------------------------------
CO/CA No. 04                 Contract No.         C416TS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Seller:       Computer Science Innovations, Inc.
--------------------------------------------------------------------------------

Contract Amendment 04 changes as follows:

I) EXHIBIT B-Contract Line Items:

     Exhibit B, Rev. 3 shall take precedence  over previous  Exhibit B documents
in all references within the Contract.

II) Exhibit B-1, OMC-G Contract Line Items:

     Exhibit  B-1,  Rev.1  shall  take  precedence  over  previous  Exhibit  B-1
documents in all references within the Contract.

III) Exhibit D-Performance and Payment Schedule:

     Exhibit D, Rev. 2 shall take precedence  over previous  Exhibit D documents
in all references within the Contract.

IV) Exhibit D-1, OMC-G Performance and Payment Schedule:

     Exhibit  D-1,  Rev.  1, shall take  precedence  over  previous  Exhibit D-1
documents in all references within the Contract.

V) Exhibit F-Performance and Payment Schedule, Fixed Price

     Exhibit F, Rev. 2, shall take precedence over previous  Exhibit F documents
in all references within the Contract.

These changes are being made to add an additional $300,000 in funding to
this Contract.  This funding is being allocated over the appropriate  milestones
as they have been redefined in the Exhibits.



<PAGE>


                                    CONTRACT

                                     C585TP



                                     BETWEEN





                                 MOTOROLA, INC.
                      GOVERNMENT AND SPACE TECHNOLOGY GROUP
                        SATELLITE COMMUNICATIONS DIVISION



                                       AND





                       COMPUTER SCIENCE INNOVATIONS, INC.



                                IN SUPPORT OF THE





                           Development and Management
                                     of the

                      GILBERT, AZ. PRODUCT VERIFICATION LAB











IRIDIUM is a registered trademark and service mark of Iridium, Inc.        6/94



<PAGE>


                                    PREAMBLE

     This  Contract  is entered  into  between  Motorola,  Inc.,  a  corporation
organized  under the laws of the State of Delaware  acting through the Satellite
Communications  Group of its Space and  Systems  Technology  Group  (hereinafter
called  "Motorola"),  with offices  located at 2501 South Price Road,  Chandler,
Arizona, 85248-2899, and Computer Science Innovations,  Inc. (hereinafter called
"Seller"),  a  corporation  organized  under the laws of State of  Florida  with
offices located at 1235 Evans Road, Melbourne, FL 32904-2314.

                                    RECITALS

     WHEREAS,  Motorola is developing a global  personal  communications  system
known as the  IRIDIUM  Communications  System that will use a  constellation  of
satellites in low-earth orbit, and a number of "gateway"  surface  facilities in
various  countries  around  the world  that will  link the  satellites  with the
public-switched telephone network; and,

     WHEREAS,  Iridium, Inc., a privately-owned Delaware corporation is intended
to  become  the  owner/operator  of the  Space  System  portion  of the  IRIDIUM
Communications System; and,

     WHEREAS,  Motorola  and  Iridium,  Inc.  executed an IRIDIUM  Space  System
Contract  which is intended to function as the mechanism  whereby  Motorola will
sell to Iridium,  Inc.  the Space System  portion of the IRIDIUM  Communications
System; and,

     WHEREAS, Iridium, Inc. and Motorola have executed an IRIDIUM Communications
System  Operations and Maintenance  Contract,  whereby Motorola will operate and
maintain  the  IRIDIUM  Space  System  for a period of five (5) years  following
completion of the Space System Contract; and,

     WHEREAS,  Motorola intends to supply various Gateway  configurations  under
separate contracts with operators of IRIDIUM Gateways; and,

     WHEREAS,  this  Contract  is  intended  to function as the vehicle by which
Seller shall provide the services as  identified  in the Statement of Work,  for
the  Development  and  Management of the Gilbert  Product  Verification  for the
Gateway of the  IRIDIUM  Communications  System as a  subcontractor  to Motorola
under the aforementioned Contracts; and,

     Now, therefore, in consideration of the foregoing, Motorola and Seller (the
"Parties") agree as follows:

1. DESCRIPTION OF WORK

     Seller shall  provide,  on a firm fixed price basis,  the necessary  labor,
materials,  personnel,  facilities  and  services  required to design,  develop,
manufacture,  assemble,  test  and  deliver  the  Gilbert  Product  Verification
Facility.  This effort shall be performed in  accordance  with the  requirements
specified in Exhibit B, Statement of Work.

2. PERFORMANCE SCHEDULE

     Seller   shall   perform  all  work   hereunder   and  deliver  the  Goods,
Documentation  and Services of as described in the Statement of Work and Exhibit
B.

3. PRICE AND PAYMENT

     For complete and timely delivery of the Goods,  Documentation  and Services
specified  in  Contract  Line  Items  001-025,  Motorola  shall pay  Seller  the
designated firm fixed prices.

Contract Line                                                     Unit Price
Item No.                      Description                         (Estimated)
  001         Monthly Labor Costs for January, 1997              $135,107.00
  002         Monthly Labor Costs for February, 1997             $200,065.00
  003         Monthly Labor Costs for March, 1997                $194,516.00
  004         Monthly Labor Costs for April, 1997                $189,308.00
  005         Monthly Labor Costs for May, 1997                  $189,308.00
  006         Monthly Labor Costs for June, 1997                 $189,308.00
  007         Monthly Labor Costs for July, 1997                 $189,308.00
  008         Monthly Labor Costs for August, 1997               $114,732.00
  009         Monthly Labor Costs for September, 1997            $114,732.00
  010         Monthly Labor Costs for October, 1997               $95,982.00
  011         Monthly Labor Costs for November, 1997              $95,982.00
  012         Monthly Labor Costs for December, 1997              $20,982.00
                                                                   ---------

              Sub-Total (Labor Not-To-Exceed)                  $1,729,330.00

  013         Travel Costs (Not-To-Exceed)                        $27,960.00

Contract Line                                              Unit Price
Item No.                      Description                  (Estimated)
  014      Monthly Lab Costs for January, 1997             $17,680.00
  015      Monthly Lab Costs for February, 1997            $17,680.00
  016      Monthly Lab Costs for March, 1997               $17,680.00
  017      Monthly Lab Costs for April, 1997               $17,680.00
  018      Monthly Lab Costs for May, 1997                 $17,680.00
  019      Monthly Lab Costs for June, 1997                $17,680.00
  020      Monthly Lab Costs for July, 1997                $17,680.00
  021      Monthly Lab Costs for August, 1997              $17,680.00
  022      Monthly Lab Costs for September, 1997           $17,680.00
  023      Monthly Lab Costs for October, 1997             $17,680.00
  024      Monthly Lab Costs for November, 1997            $17,680.00
  025      Monthly Lab Costs for December, 1997            $17,680.00
                                                            ---------

           Sub-Total                                      $212,160.00

                          TOTAL FIRM FIXED PRICE        $1,969,450.00

4. INVOICES

     Invoices for payment shall be sent to Motorola at the following address:

                  MOTOROLA
                  Government and Systems Technology Group
                  Accounts Payable
                  P.O. Box 9B
                  Scottsdale, AZ 85252

         A copy  of  each  invoice  shall  be sent  concurrently  to  Motorola's
Contracting Representative.

5.       CONTRACTING REPRESENTATIVES

         The only  representatives  of Motorola  and Seller  authorized  to make
changes to this Contract and to sign  contractual  documents  (the  "Contracting
Representatives") are the following:

MOTOROLA                                    Computer Science Innovations, Inc.
Satellite Communications Division           1235 Evans Road
2501 South Price Road                       Melbourne, FL 32904
Chandler, AZ 85248-2899
Attn:    Alex Williams                      Attn:   Rod McCormick
         Strategic Business Mgr.                    Vice-President

                                                             or

                                                    Susanne L. Cavadeas
                                                    Controller
Phone:     (602) 732-6817                 Phone:      (800) 289-2923
Fax:       (602) 732-4346                 Fax:        (407) 676-2355

         Either party may change its aforementioned Contracting  Representatives
at any time by providing written notice to the other party.

6.       GENERAL TERMS AND CONDITIONS

         MOTOROLA'S  GENERAL  TERMS AND  CONDITIONS  OF PURCHASE FOR THE IRIDIUM
COMMUNICATIONS  SYSTEM (June 94) attached  hereto as Exhibit A shall govern this
Contract,  except to the extent expressly  modified  herein.  Provisions of this
Contract  shall be referred to as "Clauses" and provisions of Exhibit A shall be
referred to as "Articles."

7.       EXHIBITS

         The  following  Exhibits  attached  hereto are hereby  incorporated  by
reference into this Contract:

         Exhibit A -       Motorola's General Terms and Conditions of Purchase 
                           for the Iridium Communications System (June 94).

         Exhibit B -       Statement of Work, for the Development and Management
                           of the Gilbert Product Verification Facility

8.       ORDER OF PRECEDENCE

         In the event of any  inconsistency  among or between  the parts of this
Contract, such inconsistency shall be resolved by giving precedence in the order
of the parts as set forth below:

         1.       These Contract Clauses
         2.       Exhibit A, General Terms and Conditions
         3.       Exhibit B, Statement of Work

9.       KEY PERSONNEL

         Seller  shall not replace or  reassign  any Key  Personnel  without the
prior  approval of  Motorola.  Any  replacement  of Key  Personnel  must be with
personnel who are equally knowledgeable and capable.

10.      DISPOSITION OF MATERIAL/EQUIPMENT

         Upon completion of this contract,  disposition of residual material and
equipment  shall be  accomplished  under the direction of Motorola's  authorized
representatives.

11.      ASSIGNMENT OF LEASE/TERMINATION

         Seller  shall be  responsible  for  securing  the proper  lease for the
Verification  Facility  per the  attached  Statement  of Work and  shall  act in
accordance with such lease, unless, upon demand by Motorola, Seller shall assign
such lease to Motorola.

12.      EFFECTIVE DATE

         This Contract shall be deemed effective as of January 1, 1997.

IN WITNESS WHEREOF, the authorized  representatives of the Parties have executed
this Contract by signing below.

MOTOROLA, INC.                          Computer Science Innovations, Inc.
By:    /s/ Alex Williams                By:    /s/ Rodney L. McCormick
       Alex Williams                           Rod McCormick
       Strategic Business Manager              Vice President