<PAGE>

                                                                    Exhibit 10.2


                               INMARSAT ONE LTD.



                                   THE PERSONS
                         whose names are set out herein








                             SHAREHOLDERS' AGREEMENT











                                   FRESHFIELDS




<PAGE>

                                    CONTENTS

Clause                                                                    Page


      1.   Interpretation                                                  2
              Definitions                                                  2
      2.   Implementation of Restructuring Directives                      5
      3.   Intention to Pursue and Ipo                                     6
      4.   Shareholders' Obligations                                       7
      5.   Directions to Trustee                                           9
      6.   Termination of Trust Deed 1                                     9
      7.   Amendments to Schedules                                         9
      8.   Third Party Purchaser                                           9
      9.   Conflict With New Memorandum and Articles                      10
      10.  Notices                                                        10
      11.  No Partnership or Agency                                       12
      12.  Announcements                                                  12
      13.  Further Assurance                                              12
      14.  Remedies                                                       13
      15.  Waiver of Right to Challenge Provisional Application           13
      16.  No Assignment                                                  14
      17.  No Waiver                                                      14
      18.  Costs                                                          14
      19.  Invalidity                                                     14
      20.  Warranties and Representations                                 15
      21.  Duration                                                       15
      22.  Counterparts                                                   15
      23.  Entire Agreement                                               15
      24.  Agreement to Arbitrate                                         16
      25.  Governing Law                                                  16






                                    1


<PAGE>


THIS AGREEMENT is made BETWEEN:

(1)  INMARSAT ONE LTD. (company number 3674573), whose registered office is
     at 99 City Road, London EC1Y 1AX;

(2)  THE PERSONS whose names are set out in Part A in Schedule 1 (and their
     respective successors and assigns) (the Shareholders, and each a
     Shareholder); and

(3)  THE PERSONS whose names are set out in Part B of Schedule 1 (and their
     respective successors and assigns) (the Beneficiaries and each a
     Beneficiary)

(Inmarsat One Ltd, the Shareholders and the Beneficiaries shall each be referred
to herein as a Party and collectively as the Parties).

Whereas:

(A) The Assembly and Council of the International Mobile Satellite Organization
(the IGO) have adopted the Restructuring Directives (as defined in the Master
Transition Agreement) in order to provide for the restructuring of the IGO by
means of the transfer of all the assets and liabilities of the IGO to Inmarsat
Two Company (the Company) upon satisfaction of certain conditions precedent
which are set forth in the Master Transition Agreement (as defined below).
Immediately prior to the implementation of an IPO (as defined below), Inmarsat
One Ltd. shall be re-registered as a public limited company and shall
hereinafter be referred to as Holdings.

(B) In accordance with the Restructuring Directives, the Master Transition
Agreement and the Business Transfer Agreement (as defined below), the entire
Business and undertaking of the IGO will, with effect from Completion (as such
expression is defined in the Master Transition Agreement) be transferred to the
Company, the Investment Shares of the former Signatories of the IGO will be
extinguished and the Signatories will receive Holdings Ordinary Shares (as
defined below).

(C) In order to develop the Business through the raising of external finance,
the Shareholders and Holdings have agreed that Holdings should undertake an IPO
(as defined below) and that the Shareholders should exercise their voting






                                    1

<PAGE>

rights in Holdings in connection with an IPO on the terms set out in this
Agreement.

(D) This Agreement further documents the agreement of the parties in relation to
the implementation of other aspects of the Restructuring Directives.

It Is Agreed as follows:

Interpretation

Definitions

1.1      In this Agreement unless the context otherwise requires:

Business shall have the meaning ascribed to it in the Business Transfer
Agreement;

Business Transfer Agreement shall have the meaning ascribed to it in the Master
Transition Agreement;

Company's Board means the board of directors of the Company or any duly
appointed committee thereof;

Company Ordinary Shares means ordinary shares of (pound)1 each in the capital of
the Company;

Convention shall have the meaning ascribed to it in the Master Transition
Agreement;

Directors means the directors of Holdings from time to time;

Governmental Beneficiary means a Beneficiary that is a government or government
entity or an emanation of State;

Governmental Shareholder means a Shareholder that is a government or a
government entity or an emanation of state;

Effective Date means the date of Completion as defined in the Master Transition
Agreement;


                                       2
<PAGE>

Holdings Board means the board of directors of Holdings or any duly
appointed committee thereof;

Holdings Subscriber means Nicholas Leonard Rowe;

Holdings Subscriber Share means one ordinary share of (pound)1 in the capital of
Holdings in the name of the Holdings Subscriber;

Holdings Ordinary Shares means ordinary share of (pound)1 each in the capital of
Holdings;

IPO (or Initial Public Offering) means the admission of Holdings Ordinary Shares
to listing, or the giving effect to trading arrangements in relation to Holdings
Ordinary Shares, on any Relevant Exchange whether or not including a sale of
issued Holdings Ordinary Shares or the subscription for new Holdings Ordinary
Shares;

Master Transition Agreement means the agreement between each of Holdings, the
Company, the IGO and the Signatories defining the conditions precedent to and
transactions necessary for the restructuring of the IGO as required by the
Restructuring Directives;

Member of the Same Group shall have the meaning ascribed to it in the Master
Transition Agreement;

New Holdings Articles means the Articles of Association of the Company in the
form, or substantially the form, set out in Schedule 2;

New Holdings Memorandum means the Memorandum of Association of Holdings in the
form, or substantially the form, set out in Schedule 3;

New Company Articles means the Articles of Association of the Company in the
form, or substantially the form, set out in Schedule 4;

New Company Memorandum means the memorandum of Association of the Company in the
form, or substantially the form, set out in Schedule 5;

Operating Agreement shall have the meaning ascribed to it in the Master
Transition Agreement;


                                       3

<PAGE>

Relevant Exchange means any of the London Stock Exchange
Limited, the New York Stock Exchange, NASDAQ, the Hong Kong Stock Exchange, the
Tokyo Stock Exchange and the Singapore Stock Exchange, or any other exchange
which the Holdings Board in its discretion considers to constitute a relevant
exchange;

Restructuring Agreements shall have the meaning ascribed to it in the Master
Transition Agreement;

Restructuring Directives shall have the meaning ascribed to it in the Master
Transition Agreement;

Satellites shall have the meaning ascribed to it in the Business Transfer
Agreement;

Signatory means either a Party or an entity designated in accordance with the
Convention, for which the Operating Agreement has entered into force and
Signatories shall be construed accordingly;

Trust Deed 1 shall have the meaning ascribed to it in the Master Transition
Agreement;

Trust Deed 2 shall have the meaning ascribed to it in the Master Transition
Agreement;

Trustee means the trustee of Trust Deed 1 or, as the case may be, Trust Deed 2.

1.2 In this Agreement:

(a) abreferences to persons shall include individuals, bodies corporate
    (wherever incorporated), unincorporated associations, partnerships and
    government entities;

(b) the headings are inserted for convenience only and shall not affect the
    interpretation of this Agreement;

(c) any references to an enactment is a reference to it as from time to time
    amended, consolidated or re-enacted (with or without modification) and
    includes all instruments or orders made under such enactment;



                                       4
<PAGE>

(d) references to any English legal term for any action, remedy, method of
    judicial proceeding, legal document, legal status, court, official or
    any other legal concept shall, in respect of any jurisdiction other
    than England, be deemed to include the legal concept which most nearly
    approximates in that jurisdiction to the English legal term.

(e) the schedules and annexes to which reference is made herein form part of
    this Agreement.

Implementation of restructuring directives

2.1 Each Shareholder shall, in relation to sub-paragraphs (a) and (b), on the
Effective Date and, in relation to sub-paragraph (c), on a date falling no
earlier than 60 days prior to the implementation of an IPO or a public offering
of debt securities on any Relevant Exchange by Holdings, exercise all voting
rights and powers, direct and indirect, available to it to procure:

(a) the adoption by Holdings of the New Holdings Memorandum and the New Holdings
    Articles;

(b) the purchase by Holdings and the sale by the Holdings Subscriber of the
    Holdings Subscriber Share;

(c) the re-registration of Holdings as a public limited company.

2.2 Holdings shall, on the Effective Date, exercise all voting rights and
powers, direct and indirect, available to it to procure the adoption by the
Company of the New Company Memorandum and the New Company Articles.

2.3 Holdings shall, by not less than two but no more than ten days following the
Effective Date, further exercise all such voting rights to procure the
re-registration of the Company as a limited company.

2.4 Each Shareholder shall exercise all voting rights and powers, direct and
indirect, available to it to procure the purchase (or, as the case may be,
redemption) by Holdings from time to time of Holdings Ordinary Shares pursuant
to the provisions of Trust Deed 2 in accordance with the terms thereof.


                                       5
<PAGE>

2.5 Each Shareholder and Holdings hereby agrees to ratify and confirm any
decision of the Holdings Board and the Company's Board respectively taken in
connection with the implementation of the Restructuring Directives, in
particular (and without prejudice to the generality of the foregoing) the
entering into by Holdings or, as the case may be, the Company of those
Restructuring Agreements to which they are party (including, for the avoidance
of doubt, the LESO Agreements (as such expression is defined in the Master
Transition Agreement).

2.6 Holdings hereby agrees to ratify and confirm any decision of the boards of
    Inmarsat Trustee Company Limited and Inmarsat Inc. taken in connection with
    the implementation of the Restructuring Directives.

INTENTION TO PURSUE AND IPO

3.1 Each of the Parties acknowledges and agrees that Holdings should be managed
and the Business should be developed so that the Holdings Ordinary Shares may be
listed on a Relevant Exchange within approximately two (2) years from the
Effective Date (the IPO Period).

3.2 By a date that is no later than one hundred eighty (180) days following the
Effective Date, Holdings shall procure that the Board establishes and circulates
to the Shareholders by written notice an indicative timetable for any IPO.

3.3 By a date that is no later than one hundred eight (180) days following the
Effective Date, Holdings shall procure that the Holdings Board appoints an
internationally recognised investment bank (the Bank), inter alia, to assess the
feasibility and desirability of implementing an IPO within the IPO Period and
shall promptly inform the Shareholders by written notice of such appointment.

3.4 Following the appointment of, and receipt of advice from, the Bank pursuant
to clause 3.3 and prior to the date that is one hundred eighty (180) days prior
to the last day of the IPO Period, Holdings shall procure that the Board
convenes a meeting and votes on whether or not to undertake an IPO by the end of
the IPO Period. Notwithstanding the foregoing, the Holdings Board shall retain
discretion as to whether or not to undertake an IPO within the IPO Period. The
Holdings Board shall exercise its discretion reasonably, based upon the advice
of the Bank, and bear in mind the decision of the Twelfth Session of the
Inmarsat Assembly of Parties (ASSEMBLY/12/20 paragraph 8.2.4.) to rely


                                       6
<PAGE>

on "natural dilution" through an IPO and voluntary share trading to achieve
broader ownership in Holdings. Following the Holdings Board's decision, Holdings
and its officers and directors shall (a) cause a meeting of the Shareholders to
be duly convened as soon as possible for the purpose of informing the
Shareholders of the Holdings Board's decision and entertaining any Shareholder
proposals in relation thereto; and (b) if the Holdings Board has voted to
undertake an IPO, recommend approval of the IPO to the Shareholders and to seek
to obtain the necessary approval and adoption by the Shareholders of the
measures necessary to undertake the IPO.

3.5 In the event that the Holdings Board decides to undertake an IPO, Holdings
shall use all reasonable endeavors to prepare all necessary documentation,
convene and hold any necessary meetings of the Holdings Board or the
Shareholders and take such action as is necessary (or desirable) to ensure the
complete and punctual fulfillment of the IPO.

3.6 Holdings shall co-operate with relevant competition authorities in
monitoring progress towards increasing investment in Holdings by
non-Shareholders to appropriate levels.

3.7 Without prejudice to the rights of Shareholders to direct the Holdings Board
by special resolution pursuant to Article 138 of the New Holdings Articles in
relation to the timing, pricing and other significant conditions of the IPO, the
Shareholders hereby agree to ratify and confirm any decision of the Holdings
Board to proceed with an IPO in accordance with this clause 3 and agree not to
challenge any determination or decision relating thereto.

Shareholders' Obligations

4.1 Without prejudice to the rights of Shareholders to direct the Holdings Board
by special resolution pursuant to Article 138 of the New Holdings Articles in
relation to the timing, pricing and other significant conditions of the IPO and
the Shareholders' obligations contained in Clause 2, the Shareholders agree
that, in the event that the Holdings board resolves to undertake an IPO
(whether, or not within the IPO Period), the shareholders shall exercise all
voting rights and power, direct and indirect, available to them to support the
Holdings Board's decision and to ensure the complete and punctual fulfilment of
the IPO. This clause shall apply to all matters which require Shareholder
approval for the



                                       7

<PAGE>

fulfilment of the IPO and includes, without limitation to the generality of the
foregoing, those matters described below:

(a) conferring on the Holdings Board the authority to allot relevant securities
    in Holdings;

(b) conferring on the Holdings Board the authority to allot equity securities
    for cash as if section 89(1) of the Act did not apply to such allotment;

(c) an increase in Holdings' authorised share capital to an amount in excess of
    the amount set out in Article 4 of the New Holdings Articles;

(d) the effecting of a split or consolidation of the Holdings Ordinary Shares
    in order to facilitate the trading of the Holdings Ordinary Shares on a
    Relevant Exchange;

(e) the amendment of the New Memorandum or Articles to accommodate the rules or
    other requirements of a Relevant Exchange or any amendment suggested by the
    Holdings Board or required by sponsors/brokers to the IPO; and

(f) effecting the re-registration of Holdings as a public limited company.

4.2 The Shareholders agree that, if the Holdings Board decides to undertake an
IPO (whether or not within the IPO Period), the Shareholders shall take such
action, and execute such documents as may be reasonably recommended by the
Holdings Board or as required by the rules of any Relevant Exchange and are
reasonably necessary (or desirable) to give effect to the IPO in accordance with
any reasonable timetable adopted by the Holdings Board from time to time,
including being bound by any restrictions on sale in respect of their Holdings
Ordinary Shares for a transitional period following the IPO as shall be deemed
necessary or desirable by the Holdings Board or the investment bank appointed
pursuant to clause 3.2 or as required from time to time by any Relevant Exchange
or regulatory authority PROVIDED THAT no Shareholder shall be obliged without
its agreement (which it may give or withhold as it thinks fit in its absolute
discretion) to dispose of any of its Holdings Ordinary Shares.



                                       8
<PAGE>


DIRECTIONS TO TRUSTEE

5.  Each Beneficiary undertakes to procure that, for so long as that
Beneficiary's Holdings Ordinary Shares are held on trust pursuant to the
provisions of Trust Deed 1, the Trustee shall comply in all respects with this
Agreement in relation to that Beneficiary's Holdings Ordinary Shares.

TERMINATION OF TRUST DEED 1

6. If at any time any Beneficiary's Holdings Ordinary Shares cease to be
subject to the trust created by Trust Deed 1, with effect from such time the
Beneficiary shall be deemed to become a Shareholder, as such expression is
defined in this Agreement.

AMENDMENTS TO SCHEDULES

7.  Each of the signatories and the Beneficiaries hereby appoint Holdings as its
agent for the purpose of updating or supplementing the Schedules to this
Agreement.

THIRD PARTY PURCHASER

8.1 If any Shareholder (or, as the case may be, a Beneficiary through a Trustee)
transfers any of its Holdings Ordinary Shares to a third Party (in accordance
with the New Holdings Articles) (a Transferor), it shall procure that such third
party shall first have entered into a deed poll in the form or substantially the
form set out in Schedule 6 and into such agreement(s) with the other Parties to
this Agreement as may be necessary to ensure that such third Party is bound by
provisions corresponding to provisions of this Agreement, whether by executing a
deed poll in relation to the Agreement or otherwise. The continuing Parties
hereby agree to release and discharge the Transferor (save in relation to any
antecedent breach) from all its obligations under this Agreement provided the
relevant third party enters into a deed poll as required by this Clause.

8.2 Holdings shall refuse to register the transfer of any Holdings Ordinary
Shares by any Shareholder (or, as the case may be, a Beneficiary through a
Trustee) to a third Party in the event that such transfer occurs other than in a
manner consistent with the obligations in Clause 8.1 until such time as such
transferring Shareholder complies with the requirements of Clause 8.1 hereunder


                                       9
<PAGE>


and Holdings shall require any such Shareholder to provide written proof of
compliance with Clause 8.1. Any Shareholder whose proposed transfer of shares is
refused by Holdings pursuant to this Clause 8.2 hereby waives all claims or
other recourse against Holdings or the other Shareholders with respect to such
refusal.

CONFLICT WITH NEW MEMORANDUM AND ARTICLES

9.  In the event of any conflict between the provisions of this Agreement and
any of the New Holdings Memorandum, the New Holdings Articles, the New Company
Memorandum and the New Holdings Articles, the provisions of this Agreement shall
prevail as between the Parties.

NOTICES

10.1 Any notice, direction, request or other communication to be given under
this Agreement (other than service of process or any other documents in
connection with proceedings in any court or in connection with any arbitration
under Clause 24, in relation to which the provisions of Clause 10.2 shall apply)
shall be deemed sufficiently given or made if in writing and signed by or on
behalf of the Party giving it and may be served by leaving it or sending it by
fax, prepaid recorded delivery or registered post to the address and for the
attention of the relevant Party set out in clause 10.4 (or, in relation a
Shareholder or, as the case may be, Beneficiary, to the address set out
alongside that Shareholder's or Beneficiary's name in Schedule 1) (or as
otherwise notified from time to time hereunder). Any notice so served by fax or
post shall be deemed to have been received:

(a) in the case of fax, twelve (12) hours after the time of despatch;

(b) in the case of recorded delivery or registered post within the UK, forty
    eight (48) hours from the date of posting;

(c) in the case of recorded delivery or registered post outside the UK, five
    (5) days from the date of posting.

10.2(a)      The Shareholders and Beneficiaries irrevocably consent to service
             of process or any other documents in connection with proceedings in
             any court by personal service, delivery at any address specified in
             this


                                       10
<PAGE>


             Agreement, mail or in any other manner permitted by English
             law, the law of the place of service or the law of the jurisdiction
             where proceedings are instituted.

(b)          Articles 1 and 4 of the Rules (as defined in Clause 24.1) shall
             apply to the service of process or any other documents in
             connection with any arbitration under Clause 24.1. Each Shareholder
             and Beneficiary agrees that process or any other documents in
             connection with any arbitration under Clause 24.1 may be served on
             its agent for service of process in accordance with Clause 10.3.

10.3 Each Shareholder and Beneficiary shall, within thirty (30) days of
execution of this Agreement by that Shareholder or Beneficiary, appoint an agent
for the service of process or any other documents or proceedings in England in
relation to the subject matter of this Agreement (an Agent) and shall notify
Holdings of the address of the Agent forthwith. Any writ, judgment or notice of
legal process shall be sufficiently served on a Shareholder or Beneficiary if
delivered to its Agent at the Agent's address, or any other address provided by
the Agent from time to time or any other manner permitted by English law. If any
Shareholder or Beneficiary has not appointed an Agent pursuant to this clause,
Holdings shall be entitled to serve process in accordance with Clause 10.2. If
an Agent ceases to act as such for any reason, and provided the relevant
Signatory has not appointed a replacement agent, Holdings shall be entitled to
appoint a replacement agent on the relevant Signatory's behalf.

10.4     The address for Holdings for the purposes of clause 10.1 is as follows:

         Address:               99 City Road,
                                London EC1Y 1AX
                                England
                                United Kingdom

         For the attention of:  Alan Auckenthaler Esq
                                (fax no 44 171 728 1602)

10.5 The addresses for the Shareholders and Beneficiaries for the purposes of
clause 10.1 are set out in Parts A and B of Schedule 1 respectively.



                                       11
<PAGE>

10.6 In proving such service it shall be sufficient to prove that the envelope
containing such notice was properly addressed and delivered either to the
address shown thereon or into the custody of the postal authorities as a
pre-paid recorded delivery or registered post letter, or that the facsimile
transmission was made after obtaining in person or by telephone appropriate
evidence of the capacity of the addressee to receive the same, as the case may
be.

NO PARTNERSHIP OR AGENCY

11. Nothing in this Agreement shall be deemed to constitute a partnership
between the Parties or constitute either Party the agent of the other Party for
any purpose or entitle either Party to commit or bind the other Party in any
manner.

ANNOUNCEMENTS

12. No formal public announcement or press release in connection with the
signature or subject matter of this Agreement shall be made or issued by or on
behalf of any Shareholder without the prior written approval of Holdings except
insofar as the disclosure of such information may be required by law or by any
stock exchange or governmental or other regulatory or supervisory body or
authority of competent jurisdiction to whose rules such Shareholder is subject,
whether or not having the force of law or which is already in the public domain.

FURTHER ASSURANCE

13.1 Each Shareholder undertakes with each other that (so far as it is legally
able) it will exercise all voting rights and powers, direct and indirect,
available to it in relation to any Member of the Same Group and to Holdings so
as to ensure the complete and punctual fulfilment, observance and performance of
the provisions of this Agreement and generally that full effect is given to this
Agreement.

13.2 Each Party hereby undertakes with each other Party to take, do and execute,
and procure that taking, doing and executing of, all such actions, documents and
things as are necessary or desirable in order to implement the provisions and
intentions of this Agreement.

13.3 Where any obligation pursuant to this Agreement is expressed to be
undertaken or assumed by any Party, such obligation shall be construed as



                                    12

<PAGE>


requiring the Party concerned to exercise all rights and powers of control over
the affairs of any other person which that Party is able to exercise (whether
directly or indirectly) in order to secure performance of that obligation.

REMEDIES

14.1 Each Party agrees that the other Parties hereto would be irreparably
injured by a breach of this Agreement and that the such other Parties shall be
entitled to equitable relief, including injunctive relief and specific
performance, in the event of any breach of the provisions of this Agreement.
Such remedies shall not be deemed to be the exclusive remedies for a breach of
this Agreement by any Party, but shall be in addition to all other remedies
available at law or equity.

14.2 Each Party shall have the right to enforce all the terms of this Agreement.

WAIVER OF RIGHT TO CHALLENGE PROVISIONAL APPLICATION

15.1 Each of the Parties hereto irrevocably waives any rights that it may have
under the laws of any applicable jurisdiction or under any principles of public
international law to challenge in any legal, governmental, judicial, regulatory,
arbitral or other proceeding between such Party and Parties and Holdings or any
entity that is an affiliate, successor-in-interest or Member of the Same Group
as Holdings on the basis of the provisional application of the amendments to the
Convention and Operating Agreement adopted as part of the Restructuring
Directives: (i) the validity or effectiveness of this Agreement; or (ii) the
right of Holdings to enter into this Agreement.

15.2 Each Governmental Shareholder and Governmental Beneficiary hereby
acknowledges and agrees that it has entered into this Agreement on a commercial
basis and hereby expressly and irrevocably:

(a) consents generally in accordance with the State Immunity Act 1978 to relief
    being given against it in England or any other jurisdiction by way of
    injunction or order for specific performance or for the recovery of any
    property whatsoever or other provisional or protective measures and to its
    property being subject to any process for the enforcement of a judgment or
    any process effected in the course or as a result of any action in rem;

                                       13

<PAGE>


(b) waives and agrees not to claim any immunity from suits and proceedings
    including actions in rem) in England or any other jurisdiction and from all
    forms of execution, enforcement or attached to which it or its property is
    now or may hereafter become entitled under the laws of any jurisdiction and
    declares that such waiver shall be effective to the fullest extent permitted
    by such laws, and in particular the United States Foreign Sovereign
    Immunities Act of 1976.

NO ASSIGNMENT

16. No Shareholder or, as the case may be, Beneficiary shall assign any of it
    rights under this Agreement in whole or in part without the approval in
    writing of Holdings.

NO WAIVER

17. No waiver by a Party or failure by the other Parties to perform any
provision of this Agreement shall operate or be construed as a waiver in respect
of any other or further failure whether of a like or different character.

COSTS

18. Holdings shall bear all costs incurred in connection with the
implementation of an IPO to the extent permitted by any applicable law.

INVALIDITY

19. If any of the provisions of this Agreement is held to be invalid or
unenforceable, then such provision shall, (so far as invalid or unenforceable)
be given no effect and shall be deemed not to be included in this Agreement but
without invalidating any of the remaining provisions of this Agreement. The
Parties shall then use all reasonable endeavors to replace the invalid or
unenforceable provision by a valid provision the effect of which is as close as
possible to the intended effect of the invalid or unenforceable provision.


                                       14

<PAGE>

WARRANTIES AND REPRESENTATIONS

20.1 Holdings represents and warrants that it has full corporate power and
authority to enter into this Agreement and to carry out the transactions
contemplated hereby. The Holdings Board has taken all requisite action to
authorise the execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby and this Agreement is a valid and binding
agreement of Holdings enforceable against Holdings in accordance with its terms.

20.2 Each Shareholder and Beneficiary severally represents and warrants to
Holdings that it has full beneficial title to its shareholding in Holdings and
has full power and authority to enter into, undertaken and perform its
obligations set out in this Agreement and that this Agreement is a valid and
binding agreement of such Shareholder enforceable against the Shareholder in
accordance with its terms.

DURATION

21. This Agreement shall continue in full force and effect until the admission
of Holdings Ordinary Shares to listing on any Relevant Exchange whereupon it
shall terminate and cease to be of any effect, save that this shall not:

(a) relieve any Party from any liability or obligation in respect of any
    matters, undertakings or conditions which shall not have been done, observed
    or performed by that Party prior to such termination; or

(b) affect the terms of clause 12 of this Agreement (Announcements).

COUNTERPARTS

22. This Agreement may be entered into in any number of counterparts, each of
which, when executed and delivered, shall be an original, but all the
counterparts shall together constitute one and the same instrument.

ENTIRE AGREEMENT

23. This Agreement sets out the entire agreement and understanding between the
Parties with respect to the subject matter thereto. This Agreement supersedes
all previous agreements, agreements and understandings between the Parties with



                                       15

<PAGE>

respect to the subject of this Agreement, which shall cease to have any further
force or effect. None of the Parties has entered into this Agreement in reliance
upon any representation, warranty or undertaking of the other Party which is not
expressly set out or referred to in this Agreement.

AGREEMENT TO ARBITRATE

24.1 Subject to Clause 24.2 any dispute, controversy or claim arising out of
or relating to this Agreement including any question regarding its existence,
validity or termination shall be referred to and finally resolved by arbitration
in accordance with the Arbitration Rules of the London Court of International
Arbitration (LCIA) presently in force (the Rules). The appointing authority
shall be the LCIA. Unless otherwise agreed by the Parties, the tribunal shall be
three (3) arbitrators. The language of the arbitration shall be English and the
place of arbitration shall be London. Any arbitration award rendered in
accordance with this Clause shall be final and binding on the Parties. The
Parties waive irrevocably their right to any form of appeal, review or recourse
to any state court or other judicial authority, insofar as such waiver may
validly be made.

24.2  Notwithstanding Article 25.3 of the Rules, any Party may apply to any
state court or other judicial authority for interim or conservatory measures at
any stage prior to, or after, the commencement of an arbitration under Clause
24.1.

24.3 Each Party irrevocably waives nay objections to the jurisdiction of any
court referred to in Clause 24.2.

GOVERNING LAW

25. This Agreement and the relationship between the Parties shall be governed
by and construed in accordance with English law.



                                       16


<PAGE>

AS WITNESS this Agreement has been executed on the dates indicated.




SIGNED by NICHOLAS PALMER          )
for and on behalf of               )
INMARSAT ONE LTD.                  )
on 20 January 1999                 )




SIGNED by Thomas Collins           )
for and on behalf of               )
COMSAT Corporation                 )
on: 9 February 1999                )







                                       17



<PAGE>

                                                                      Schedule 3



                         THE COMPANIES ACTS 1985 TO 1989








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

                             PRIVATE LIMITED COMPANY
                         (Incorporated 20 November 1998)

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






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

                            MEMORANDUM OF ASSOCIATION

                                       OF

                              INMARSAT HOLDINGS LTD

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

<PAGE>






                         THE COMPANIES ACTS 1985 TO 1989
                 ----------------------------------------------

                             PRIVATE LIMITED COMPANY

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

                            MEMORANDUM OF ASSOCIATION

                                       OF

                              INMARSAT HOLDINGS LTD

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



1.  The name of the Company is INMARSAT HOLDINGS LTD.

2.  The registered office of the Company is to be situated in England and Wales.

3.  The objects for which the Company is established are:

(1) To carry on the business or businesses of a holding and investment company
    in all its branches and to acquire by purchase, lease, concession, grant,
    licence or otherwise such businesses, options, rights, privileges, shares,
    debentures, debenture Stock, bonds, obligations, securities, reversionary
    interests, annuities. policies of assurance and other property and rights in
    property as the Company shall deem fit and generally to hold, manage,
    develop, lease, sell or dispose of the same; and to vary any of the
    investments of the Company, to act as trustees of any deeds constituting or
    securing any debentures, debenture stock or other securities or obligations;
    to enter into, assist or participate in financial, commercial, mercantile,
    industrial and other transactions, undertakings and businesses of every
    description, and to establish, carry on, develop and extend the same or
    sell, dispose of or otherwise turn the same to account, and to co-ordinate
    the policy and administration of any companies of which this Company is a
    member or which are in any manner controlled by or connected with the
    Company, and to carry on all or any of the businesses of capitalists,
    trustees, financiers, financial agents, company promoters, bill discounters,
    insurance brokers and agents, mortgage brokers, rent and debt collectors,
    stock and share brokers and dealers and commission and general agents,
    merchants and traders; and to manufacture, buy, sell, maintain, repair and
    deal in plant machinery, tools, articles and things of All kinds capable of
    being used for the purposes of the above-mentioned businesses or any of
    them, or likely to be required by customers of or persons having dealings
    with the Company.

(2) To provide and support global, regional and domestic satellite services,
    including, without limitation, maritime, aeronautical, land based
    communications services, radiodetermination (including radionavigation) and
    distress and safety services and all related and associated infrastructure
    wherever located.

(3) To conduct, and to promote the conduct by other persons of, research and
    development in connection with any of the activities of the Company
    authorised in this Memorandum and in any


                                       1

<PAGE>



    other area which might benefit the business of the Company or of persons
    having or likely to have dealings with the Company; to establish, maintain
    and operate research stations, laboratories, plants, workshops, field
    stations, testing sites, facilities and establishments and generally to
    engage in research and development for the Company and for other persons and
    to turn to account the results thereof.

(4) To provide for the benefit of other persons consultancy, advisory,
    training and management services concerning or connected with anything that
    the Company does in the exercise of its powers or has power to do, or in
    which the Company has gained or developed expertise in the course of its
    business, and to provide training and educational courses, instruction,
    documentation and material for employees of the Company and for other
    persons in matters which in the opinion of the Company are connected with,
    or concern or are of benefit to, the businesses and activities of the
    Company or which utilize the Company's communications systems or services.

(5) To accept, design, display, publish, broadcast, transmit, distribute or
    reproduce in any form whatsoever advertisements and publicity and
    promotional material of the Company; to acquire, dispose of and use
    advertising time and space in any media; to develop, produce and undertake
    advertising, publicity and promotional campaigns and competitions for
    itself, and to undertake, promote and sponsor any product, service, event,
    individual or publication which in the opinion of the Company will promote
    advance or publicise any activity of the Company.

(6) To invent, design, develop, construct, manufacture, produce, erect,
    assemble, test, import, export, alter, install, maintain, repair, renovate,
    refurbish,'recondition, utilise, operate, manage, purchase, sell, hire, hire
    out, supply and otherwise deal in all kinds of equipment, apparatus, plant,
    machinery, appliances, articles, things, accessories, components, fittings,
    tools, materials, substances, products, computers, computer programs and
    software which are required or are likely to be required by the Company or
    other persons for the purposes of or in connection with, any of the
    businesses of the Company or which in the opinion of the Company may be
    conveniently or advantageously dealt with by the Company in connection or
    association with any of its objects or the objects of any of its
    subsidiaries.

(7) To represent persons at meetings of local, national and international
    organisations and bodies concerned with activities connected or associated
    with any of the businesses of the Company, to provide services of all kinds
    to such organisations and bodies and to negotiate and enter into national
    and international agreements and standards relating to matters of concern or
    interest to the Company or persons represented by, or having dealings with,
    the Company.

(8) To carry on all or an-, of the businesses of, and provide services
    associated with, engineers (including without limitation,
    telecommunications, mechanical chemical, electrical, civil, heating and
    ventilation engineers).

(9) To purchase, take on lease or otherwise acquire, or occupy, any estates,
    lands, buildings, easements or other interests in, or rights or privileges
    relating to, real estate; to purchase, take on lease or otherwise acquire
    and exploit natural resources of any kind, and to occupy, build, construct,
    erect, develop, design, equip, execute, carry out, demolish, reconstruct,
    adapt, improve, work, maintain, repair, renovate, administer, manage or
    control offices, exchanges of

                                       2

<PAGE>



    any kind, telecommunication systems, repeater stations, radio stations,
    satellite tracking stations, earth stations, warehouses, depots, works,
    plants, factories, garages, motor vehicle workshops., jetties, roads,
    railways, wharves, piers, docks, towers, retail premises, dwellings and
    other building structures, erections, installations or facilities of all
    kinds, whether for the purposes of the Company or for sale, letting or
    hiring to others or for any other purpose, and to contribute to or assist in
    (financially or otherwise) or carry out any part of, any such operation, and
    to purchase, take on lease, or otherwise acquire personal property of all
    kinds, and to sell, let on lease or otherwise dispose of, or grant rights
    over, or develop or exploit, the whole or any part of any real or personal
    property belonging to the Company or in respect of which the Company has any
    interest or which may be of benefit to the Company or any such property in
    which the Company has no interest but which may conveniently or
    advantageously be developed or turned to account with real or personal
    property in respect of which the Company does have an interest.

(10)To apply for and take out, purchase or otherwise acquire any patents,
    patent rights, inventions, secret processes, designs, copyrights, trade
    marks, service marks, commercial names and designations, formulae, licences,
    concessions and the like (and any interest therein) or any exclusive or non
    exclusive or limited right to use, or any secret or other information as to,
    any invention or secret process of any kind and to use, exercise, develop,
    or grant licences in respect of, or otherwise turn to account or deal with,
    the property, rights or information so acquired.

(11)To borrow or raise money or secure or discharge any debt or obligation
    (whether of the Company or of any other person) in such manner as may be
    thought fit by the Company and in particular (but without prejudice to the
    generality of the foregoing) by the issue of securities of any kind or
    mortgages or charges (fixed or floating) founded or based upon all or any
    part of the undertaking, property, assets and rights (present and future) of
    the Company including its uncalled capital or without any such security and
    upon such terms as to priority or otherwise as the Company shall think fit;
    and to receive money on deposit and advance payments with or without
    allowance of interest thereon.

(12)To enter into any guarantee, contract of indemnity or suretyship and in
    particular (without prejudice to the generality of the foregoing) to
    guarantee, support or secure, with or without consideration, whether by
    personal obligation or by mortgaging or charging all or any part of the
    undertaking, property and assets (present and future) and uncalled capital
    of the Company or by both such methods or in any other manner, the
    performance of any contracts, obligations or commitments of, and the
    repayment or payment of the principal amounts of and any premiums, interest,
    dividends and other moneys payable on or in respect of any securities or
    liabilities of, any person, including (without prejudice to the generality
    of the foregoing) any company which is for the time being a subsidiary or a
    holding company of the Company or another subsidiary of a holding company of
    the Company or otherwise associated with the Company and whether or not any
    consideration or advantage is received by the Company.

(13)To advance, lend or deposit money, and to give credit or financial
    accommodation to any person with or without taking any security therefor and
    upon such other terms as may be thought fit by the Company.

(14)To subscribe, underwrite, purchase or otherwise acquire, and to accept,
    take, hold, charge, mortgage, sell, dispose of and deal with, any
    obligations, securities or other investments of any



                                       3

<PAGE>

    nature whatsoever and any options or rights in respect thereof, and to buy,
    sell, deal in and invest in foreign currencies and exchange.


(15)To draw, accept, make, endorse, discount, negotiate, execute, issue, buy,
    sell and deal in bins of exchange, cheques and promissory notes and other
    negotiable or transferable instruments.

(16)To accept securities of any person or any property or interest therein
    of whatsoever nature in payment or part payment for any services rendered or
    for any sale or supply made to, or debt owing from, any such person.

(17)To insure any property, asset, matter or interest and against any
    potential liability or loss of the Company or of any other person and the
    life or health of any person for the benefit of the Company.

(18)To apply for, secure, acquire by grant, legislative enactment, assignment,
    transfer, purchase or otherwise, and to exercise, carry out and enjoy, any
    licence, franchise, concession, right, privilege, authority, charter or
    power which any person may be empowered to grant; and to pay for, aid in and
    contribute towards carrying the same into effect and do all things required
    of the Company thereunder.

(19)To apply for, promote and obtain (alone or with others) any statute,
    order, by-law, charter, regulation or other authorization or enactment which
    may seem calculated directly or indirectly to benefit the Company and (alone
    or with others) to oppose any bills., proceedings or applications which may
    seem calculated or likely directly or indirectly to prejudice the interests
    of the Company or persons having dealings with the Company.

(20)To sell, dispose of or transfer the business, property and undertaking of
    the Company or any asset or part thereof for any consideration which the
    Company may see fit to accept, and in particular (but without prejudice to
    the generality of the foregoing) to sell or otherwise dispose of any of -the
    debts due or to become due to the Company to factors or others for
    collection and to act as agents for such factors or others in the collection
    of debts so sold and to enter into any obligations or recourse or otherwise
    in connection therewith.

(21)To promote, establish., acquire, subscribe to or take any interest in,
    alone or with others, any company, body corporate, fund, trust, or other
    person or body of persons whether incorporated or not incorporated and
    whether or not having objects similar to those of the Company; to purchase
    or otherwise acquire all or any of the business, property and liabilities of
    any person carrying on a business including all or any part of the purposes
    within the objects of the Company or a business which in the opinion of the
    Company may be conveniently or advantageously carried on by the Company or a
    business having, rights in assets the acquisition of which is in the opinion
    of the Company likely to be in its interests, and to conduct. carry on and
    expand or liquidate and wind up any such business.

(22)To enter into and carry into effect any arrangement for partnership or
    joint working in business or for the sharing of profits or for amalgamation
    with any other person.

(23)To establish agencies and local boards in the United Kingdom and elsewhere
    in any part of the


                                       4
<PAGE>


    world and to regulate and discontinue the same; to procure the registration,
    incorporation or recognition of the company in, or under the laws of any
    place outside England.

(24)To establish, purchase, maintain and contribute to any pension,
    superannuation, retirement, redundancy, injury, death benefit or insurance
    funds, trusts, schemes or policies for the benefit of, and to give or
    procure the giving of pensions, annuities, allowances, gratuities,
    donations, emoluments, benefits of any description (whether in kind or
    otherwise), incentives, bonuses, assistance (whether financial or otherwise)
    and accommodation in such manner and on such terms as it thinks fit to, and
    to make payments for or towards the insurance of any individuals who are or
    were at any time in the employment of, or directors or officers of (or held
    comparable or equivalent office in), or acted as consultants or advisers to
    or agents for, the Company or any company which is its holding company or is
    a subsidiary of the Company or any such holding company, or any person to
    whose business the Company or any subsidiary of the Company is, in whole or
    in part, a successor directly or indirectly or any person which is otherwise
    allied to or associated with the Company and to other individuals whose
    service has been of benefit to the Company or who the Company considers have
    a moral ' claim on the Company, and the spouses, widows, widowers, families
    and dependents of any such individuals as aforesaid, and to establish,
    provide, manage and maintain and provide financial assistance to welfare,
    sports and social facilities, associations, clubs, funds and institutions
    which the Company considers likely to benefit or further the interests of
    any of the aforementioned individuals and spouses, widows, widowers,
    families and dependents of any such aforementioned individuals, and to
    manage, maintain, support and provide financial assistance to any such
    facility, association, club, fund or institution which has been established,
    provided for, managed, maintained, supported or subscribed to by any person
    to whose business the Company or any subsidiary of the Company is, in whole
    or in part, a successor.

(25)To establish, contribute to, maintain, advise and assist schemes for the
    acquisition by employees, former employees and directors or by trustees of
    shares in the Company or its holding company to be held by or for the
    benefit of such employees, former employees and directors as aforesaid of
    the Company or of any of the Company's subsidiaries or its holding company
    or of any subsidiaries of its holding company and to lend money to any such
    employees, former employees and directors to enable them to acquire shares
    in the Company or in its holding company and to establish, implement and
    assist (financially or otherwise) the administration and running of any
    schemes for sharing profits of the Company or any other such company as
    aforesaid with any such employees, former employees and directors.

(26)From time to time to subscribe or contribute (in cash or in kind) to, or
    to promote, any charitable, benevolent or useful object of a public
    character or any object which may in the opinion of the Company be likely
    directly or indirectly to further the interests of the Company, its
    employees or its members.

(27)To do all or any of the matters hereby authorised in any part of the world
    either alone or in conjunction with, or as factors, contractors, trustees,
    principals or agents for, any other persons, or by or through factors,
    trustees or agents, and to act as directors of or secretary, manager,
    registrar, or transfer agent for, or adviser or consultant to, any person,
    and to act as trustees of any kind and to undertake and execute any trust.


                                       5

<PAGE>



(28)To pay and discharge all or any expenses, costs and disbursements, to pay
    commissions and to remunerate any person for services rendered or to be
    rendered in connection with the formation, promotion and flotation of the
    Company and the underwriting or placing or issue at any time of any
    securities of the Company or of any other person.

(29)To issue, allot and grant options over securities of the Company for cash
    or otherwise or in payment or part payment for any real or personal property
    or rights therein purchased or otherwise acquired by the Company or any
    services rendered to, or at the request of, or for the benefit of, the
    Company or as security for, or indemnity for, or towards satisfaction of any
    liability or obligation undertaken or agreed to be undertaken by or for the
    benefit of the Company, for any obligation (even if less than the nominal
    value of such securities) or for any other purpose.

(30)To invest the moneys and utilise the property and assets of the Company
    not immediately required in such a manner as the Company may from time to
    time determine.

(31)To distribute in specie or otherwise by way of dividend or bonus or
    reduction of capital all or any of the property or assets of the Company
    among its members and particularly, but without prejudice to the generality,
    of the foregoing, securities of any other company formed to take over the
    whole or any part of the assets or liabilities of the Company or any
    proceeds of sale or other disposal of any property or assets of the Company.

(32)Generally to do all such other things as in the opinion of the Company are
    or may be incidental or conducive to the attainment of the above objects or
    any of them.

4.  The liability of the members shall be limited to the paid-up value of their
    shares.

5.  The authorised share capital of the Company is (pound)20,000,001, divided
into 20,000,000 ordinary shares of (pound)1 each and one special rights
non-voting redeemable preference share of (pound)1. The issued share capital is
(pound)10,000,001, divided into 10,000,000 ordinary shares of (pound)l each and
one special rights nonvoting redeemable preference share of (pound)1. The
Company shall have the power from time to time to divide the original or any
increased capital into classes, and to attach thereto any preferential,
deferred, qualified or other special rights, privileges, restrictions and
conditions.

6.  It is hereby declared that in this Memorandum:

(a) The expressions subsidiary and subsidiary undertaking shall in this
    Memorandum bear the meanings given to them in the Companies Act 1985 (as
    amended).

(b) References to person or persons shall where the context permits include but
    not be limited to individuals, firms, partnerships, companies, corporations,
    governments, and other authorities or agencies supreme, municipal, local or
    otherwise, undertakings, societies, clubs, associations, organisations
    (local, national and international), statutory, public and other bodies (and
    outside the United Kingdom their equivalent) and any legal entity whether or
    not incorporated.

(c) References to securities shall where the context permits; include but not
    be limited to any fully, partly or nil paid or no par value share, stock,
    unit. debenture, debenture or loan stock (perpetual



                                       6

<PAGE>


    or terminable), bond, deposit receipt, bill, note, warrant, coupon, right to
    subscribe or convert, or similar right or obligation.

(d) References to and and or shall mean and/or where the context so permits.

(e) References to other and otherwise shall not be construed ejusdem genenis
    where a wider construction is possible.

(f) The Organization means the International Mobile Satellite Organization
    (formerly known as the International Maritime Satellite Organization)
    established by the Convention.

(g) Convention means the Convention (as amended) on the International Mobile
    Satellite Organization which entered into force on 16 July 1979.

(h) GMDSS means Global Maritime Distress and Safety System as established by
    the International Maritime Organization.

7.  In carrying out its objects as specified in Clause 3, the Company shall
have regard to the following basic principles:

(a) ensuring the continued provision of global maritime distress and safety
    satellite communications services, in particular those which are specified
    in the International Convention for the Safety of Life at Sea, 1974, as
    amended from time to time, and the Radio Regulations annexed to the
    International Telecommunication Constitution and Convention, as amended from
    time to time, relative to the GMDSS;

(b) providing services without discrimination on the basis of nationality.
    Notwithstanding the foregoing, the Company shall have the right to offer
    different charges for the same service in defined geographical regions in
    which end-user calls or messages originate or terminate and which are
    technically verifiable;

(c) acting exclusively for peaceful purposes, taking into account the past
    practices of the Organization and the practice of the Company;

(d) seeking to serve all areas where there is a need for mobile satellite
    communications, giving due consideration to the rural and the remote areas
    of developing countries; and

(e) operating in a manner consistent with fair competition, subject, to
    applicable laws and regulations.





                                       7



<PAGE>

                                                                      Schedule 4


                               Company No. 3675885


















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

                           ARTICLES OF ASSOCIATION OF
                                  INMARSAT LTD

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


                          Incorporated 24 November 1998
                        As adopted by special resolution
                             passed on 8 April 1999


















                                   FRESHFIELDS



<PAGE>









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

                       A Private Company Limited by Shares

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

                             ARTICLES OF ASSOCIATION

                                       OF

                                  INMARSAT LTD

                    (Adopted by special resolution passed on
                                 [8 April 1999])

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


                                   Preliminary

1.   The regulations in Table A in the schedule to the          Table A
Companies (Table A to F) Regulations 1985 as amended before
the date of adoption of these Articles (Table A) apply to
the Company except to the extent that they are excluded or
modified by these Articles. No other regulations which would
constitute the Company's Articles because of s8(2) of the
Act apply to the Company.

2.   The following parts of Table A do not apply to the         Table A
Company:                                                        exclusions


(a   in regulation 1, the definitions of the Articles,
executed and the seal;

(b   regulation 24;

(c)  regulations 60 and 61;

(d)  regulation 64;

(e)  regulation 65 to 69 inclusive;

(f)  regulation 70;

(g)  regulation 72;


                           2


<PAGE>

(h)  regulations 73 to 80 inclusive;

(i)  regulation 81;

(j)  regulations 84 to 86 inclusive;

(k)  regulations 88 to 90 inclusive;

(l)  regulations 94 to 98 inclusive;

(m)  regulation 101;

(n)  regulations 111 and 112; and

(o)  regulation 115.

3.   In these Articles:                                         Construction

(a)  Shareholder means Inmarsat Holdings Ltd;

(b)  Organization means the International Mobile Satellite
     (formerly known as the International Maritime Satellite
     Organization) established by the Convention (as
     amended) on the International Mobile Satellite
     Organization which entered into force on July 16, 1979;

(c)  Act means the Companies Act 1985 including any
     modification or re-enactment thereof for the time being
     in force;

(d)  Articles means these articles of association,
     incorporating Table A (as applicable to the Company),
     as altered from time to time by special resolution,
     auditors means the auditors of the Company, Director
     means a Director of the Company, the Directors means
     the Directors or any of them acting as the board of
     Directors of the Company, dividend means dividend or
     bonus, paid means paid or credited as paid and seal
     means the common seal of the Company and includes any
     official seal kept by the Company by virtue of section
     39 or 40 of the Act;

(e)  IPO means the admission of ordinary shares in the
     Shareholder from time to time to listing, or the giving
     effect to trading arrangements in such shares, on any
     Relevant Exchange whether or not including a sale of
     issued shares or the subscription of new shares in the
     Shareholder;

(f)  Relevant Exchange means any of the London Stock
     Exchange Limited, the New York Stock Exchange, NASDAQ,
     the Hong Kong Stock Exchange, the Tokyo Stock Exchange
     and the Singapore Stock Exchange, or any other exchange
     which the Board of the Shareholder in its discretion
     considers to constitute a relevant exchange;


                             3
<PAGE>

(g)  unless expressly defined in the Articles, words or
     expressions that are defined in the Act bear the same
     meaning as in the Act but excluding any statutory
     modification of the Act not in force when the Articles
     become binding on the Company;

(h)  references to a document being executed include
     references to its being executed under hand or under
     seal or by any other method;

(i)  words denoting the singular number include the plural
     number and vice versa, words denoting the masculine
     gender include the feminine gender and words denoting
     persons include corporations;

(j)  headings and marginal notes are inserted for convenience
     only and do not affect the construction of these
     Articles;

(k)  powers of delegation shall not be restrictively
     construed but the widest interpretation shall be given
     to them;

(l)  the word Directors in the context of the exercise of
     any power contained in these Articles includes any
     committee consisting of one or more Directors, any
     Director holding executive office and any local or
     divisional board, manager or agent of the Company to
     which or, as the case may be, to whom the power in
     question has been delegated;

(m)  no power of delegation shall be limited by the existence
     or, except where expressly provided by the terms of
     delegation, the exercise of that or any other power of
     delegation; and

(n)  except where expressly provided by the terms of
     delegation, the delegation of a power shall not exclude
     the concurrent exercise of that Power by any other body
     or person who is for the time being authorised to
     exercise it under these Articles or under another
     delegation of the power.

4.   If at any time and for so long as the Company has a        Single member
single member, all the provisions of the Articles shall (in
the absence of any express provision to the contrary) apply
with such modification as may be necessary in relation to a
Company with a single member.

                        Share capital


5.   Regulation 2 of Table A is amended by the addition at      Shares with
the end of the regulation of the words "or, subject to and      special rights
in default of such determination, as the Directors shall
determine".

6.   The Directors are hereby generally and unconditionally     Section 80
authorised pursuant to Section 80 pursuant to of the Act to     authority
allot relevant securities (within the authority meaning of
section 80) up to an aggregate nominal amount equal to the
authorised share capital of the Company at the date of
adoption of these Articles for a period expiring (unless
previously renewed, varied or revoked by the Company in
general meeting) five years after the date of adoption of
these Articles.





                          4

<PAGE>

7.   The pre-emption provisions in section 89(l) of the Act     Section 89
and the provisions of sub-sections 90(l) to 90(6) inclusive     exclusion
of the Act shall not apply exclusion to any allotment of the
Company's equity securities.

8.   Before the expiry of the authority granted by article 6    Allotment after
the Company may make an offer or agreement which would or       expiry
might require relevant securities to be allotted after that
expiry and the Directors may allot relevant securities in
pursuance of that offer or agreement as if that authority
had not expired.

9.   Subject to the provisions of Articles 6, 7 and 8,          Residual
regulation 3 of Table A, the provisions of the Act and to       allotment powers
any resolution of the Company in general allotment power
meeting passed pursuant to those provisions:

(a)  all unissued shares for the time being in the capital
of the Company (whether forming part of the original or any
increased share capital) shall be at the disposal of the
Directors; and

(b)  the Directors may allot (with or without conferring a
right of renunciation), grant options over, or other-wise
dispose of them to such persons on such terms and conditions
and at such times as they think fit.

                     Share certificates

10.  In the second sentence of regulation 6 of Table A, the     Execution of
words "sealed with the seal" are Execution of deleted and       certificates
replaced by the words "executed under the seal or otherwise
in accordance with the certificates Act or in such other
manner as the Directors may approve".

                     Transfer of shares

11.  The Directors may, in their absolute discretion and        Registration of
without giving any reason, refuse to Registration of            transer
register the transfer of a share to any person, whether or
not it is fully paid or a share on transfer which the
Company has a lien.

                      General meetings

12.  Regulation 38 of Table A is amended:                       Period of notice

(a)  by deleting from the first sentence "or a resolution
     appointing a person as a Director";

(b)  and by adding at the end of paragraph (b) of regulation
     38 "or such other majority as has been decided on by
     elective resolution of the members under the Act".


13.  Notices of general meetings need not be given to           To whom must
Directors or auditors and regulation 38 of Table A is           notice be given
amended accordingly.



                             5
<PAGE>


14.  Where for any purpose an ordinary resolution of the        Effectiveness of
Company is required, a special or extraordinary resolution      special and
shall also be effective. Where for any purpose an               extraordinary
extraordinary resolution is required a special resolution       resolutions
shall also be effective.

                      Votes of members

15.  An instrument appointing a proxy shall be in writing       Appointment of
under the hand of the appointing member or his attorney or,     proxy
if the appointing member is a corporation, either under its
common seal or the hand of a duly authorised officer,
attorney or other person authorised to sign it.

16.  Instruments of proxy shall be in any usual form or in      Form of proxy
any other form of which the Directors may approve.


17.  Regulation 62 of Table A is amended:                       Delivery of
                                                                proxy

(a)  Delivery of proxy in each of paragraphs (a), by the
     deletion of the words "deposited at" and the
     substitution for them of the words "left at or sent by
     post or facsimile transmission to";

(b)  in paragraph (a), by the deletion of the words "not less
than 48 hours";

(c)  in paragraph (b), by the deletion of the words "deposited
     as aforesaid" and the substitution for them of the
     words "left at or sent by post or facsimile
     transmission to the registered office of the Company or
     at such other place within the United Kingdom as is
     specified in the notice convening the meeting or in any
     instrument of proxy sent out by the Company in relation
     to the meeting"; and

(d)  in paragraph (b), by the deletion of the words "not less
than 24 hours".

18.  An instrument appointing a proxy shall be deemed to        Validity of form
include the right to demand, or join in demanding, a poll.      of proxy
The instrument of proxy shall also be deemed to confer
authority to vote on any amendment of a resolution put to
the meeting for which it is given as the proxy thinks fit.
The instrument of proxy shall, unless it provides to the
contrary, be valid for any adjournment of the meeting as
well as for the meeting to which it relates. Deposit of an
instrument of proxy does not preclude a member from
attending and voting at the meeting to which it relates or
any adjournment of that meeting.

                     Number of Directors

19.  The number of Directors shall be the same as the number    Number of
of Directors of the Shareholder from time to time.              Directors



                             6


<PAGE>


                  Powers of the Board

19(A). Subject to the provisions of the Companies Acts, the     Business to be
Memorandum and these Articles and to any directions given by    managed by
special resolution, business of the Company shall be managed    Board
by the Board which may exercise all the powers of the
Company, PROVIDED THAT the following shall first require the
approval of the Company by ordinary resolution:

(a)  any acquisition or disposal (whether in a single           Reserved
     transaction or series of transactions) by the Company      matters
     of any business (or any material part of any business)
     or of any shares in any Company where the value of the
     consideration or disposal exceeds US$500,000,000; and

(b)  any proposal which may have a material adverse effect
     upon the provision by the Company of any of the Public
     Service Obligations (as defined in Article 19(B)) (the
     Reserved Matters).

19(B).   In exercising the powers of the Company, the           Basic principles
Company shall procure that the Board shall have regard to
the following basic principles:

(a)  ensuring the continued provision of global maritime
     distress and safety satellite communications services,
     in particular those which are specified in the
     International Convention for the Safety of Life at Sea,
     1974, as amended from time to time, and the Radio
     Regulations annexed to the International
     Telecommunication Constitution and Convention, as
     amended from time to time, relative to the GMDSS;

(b)  providing services without discrimination on the basis
     of nationality. Notwithstanding the foregoing, the
     Company shall have the night to offer different charges
     for the same service in defined geographical regions in
     which end-user calls or messages originate or terminate
     and which are technically verifiable;

(c)  acting exclusively for peaceful purposes, taking into
     account the past practices of the Organization and the
     practice of the Company;

(d)  seeking to serve all areas where there is a need for
     mobile satellite communications, giving due
     consideration to the rural and the remote areas of
     developing countries;

(e)  and operating in a manner consistent with fair
     competition, subject to applicable laws and regulations
     (together the Public Service Obligations).

                     Alternate Directors

20.  Any Director (other than an alternate Director) may        Power to
appoint any other Director, or any other person approved by     appoint
resolution of the Board and willing to act, to be an            alternates
alternate Director and may remove from office an alternate
Director so appointed by him.



                             7


<PAGE>

21.  An alternate Director shall be entitled to receive         Alternates
notice of all meetings of the Board and of all meetings of      entitled to
committees of the Board of which his appointor is a member,     receive notice
to attend and vote at any such meeting at which his
appointor is not personally present, and generally to
perform all the functions of his appointor (except as
regards power to appoint an alternate) as a Director in his
absence.

22.  A Director or any other person may act as alternate        Alternates
Director to represent more than one Director, and an            representing
alternate Director shall be entitled at meetings of the         more than one
Board or any committee of the Board to one vote for every       Director
Director whom he represents (and who is not present) in
addition to his own vote (if any) as a Director, but he
shall count as only one for the purpose of determining
whether a quorum is present.

23.  An alternate Director may be repaid by the Company         Expenses of
such expenses as might properly have been repaid to him if      alternates
he had been a Director but shall not in respect of his
services as an alternate Director be entitled to receive any
remuneration from the Company except such part (if any) of
the remuneration other-wise payable to his appointor as such
appointor may by notice in writing to the Company from time
to time direct. An alternate Director shall be entitled to
be indemnified by the Company to the same extent as if he
were a Director.

23A. The ordinary remuneration of the Directors who do not      Remuneration
hold executive office for their services (excluding amounts
payable under any other provision of these Articles) shall
be determined by the Board, or as the Company may from time
to time by ordinary resolution determine.

24.  An alternate Director shall cease to be an alternate       Termination of
Director:                                                       appointment

(a)  if his appointor ceases to be a Director; but, if a
     Director retires by rotation or otherwise but is
     reappointed or deemed to have been reappointed at the
     meeting at which he retires, any appointment of an
     alternate Director made by him which was in force
     immediately prior to his retirement shall continue
     after his reappointment; or

(b)  on the happening of any event which, if he were a
     Director, would cause him to vacate his office as
     Director; or

(c)  if he resigns his office by notice to the Company.

25.  Any appointment or removal of an alternate Director        Method of
shall be by notice to the Company signed by the Director        appointment and
making or revoking the appointment and shall take effect in     revocation
accordance with the terms of the notice (subject to any
approval required by Article 21) upon receipt of such notice
at the office.



                             8
<PAGE>


26.  Save as otherwise expressly provided in these Articles,    Alternate not an
an alternate Director shall be deemed for all purposes to be    agent or
a Director and, accordingly, except where the context           appointor
otherwise requires, references to a Director shall be deemed
to include a reference to an alternate Director. An
alternate Director shall alone be responsible for his own
acts and defaults and he shall not be deemed to be the agent
of the Director appointing him.

27.(A) The Directors may exercise the voting power conferred    Exercise by
by the shares in any body corporate held or owned by the        Company of
Company in such manner in all respects as they think fit        voting rights
(including without limitation the exercise of that power in
favour of any resolution appointing its members or any of
them Directors of such body corporate, or voting or
providing for the payment of remuneration to the Directors
of such body corporate).

               Delegation of Directors' powers

28.  The Board may delegate any of its powers to any            Committees of
committee consisting of one or more Directors. The Board may    the Directors
also delegate to any Director holding any executive office
such of its powers as the Board considers desirable to be
exercised by him. Any such delegation shall, in the absence
of express provision to the contrary in the terms of
delegation, be deemed to include authority to sub-delegate
to one or more Directors (whether or not acting as a
committee) or to any employee or agent of the Company all or
any of the powers delegated and may be made subject to such
conditions as the Board may specify, and may be revoked or
altered. Subject to any conditions imposed by the Board, the
proceedings of a committee with two or more members shall be
governed by these Articles regulating the proceedings of
Directors so far as they are capable of applying.

29.  The Directors may appoint any person to any office or      Offices
employment having a designation or title including the word     including the
"Director" or attach such a designation or title to any         title "Director"
existing office or employment with the Company and may
terminate any such appointment or the use of any such
designation or title. The inclusion of the word "Director"
in the designation or title of any such office or employment
shall not imply that the holder is a Director of the
Company, and the holder shall not thereby be empowered in
any respect to act as, or be deemed to be, a Director of the
Company for any of the purposes of these Articles.

                 Establishment of Committees

29A.     Subject always to Article 28, the Board shall          Establishment of
establish a committee in relation to matters concerning Land    Committees
Earth Stations as such expression is defined in the Articles
of Association of the Shareholder.

29A.2    The LES Committee shall have general responsibility
for overseeing contracts between the Company and the Land
Earth Station Operators, and shall be responsible
specifically for approving the following, on recommendations
from the management of the Company:



                             9
<PAGE>

(a)  terms and conditions in material agreements between the
     Company and any Land Earth Station Operator that are
     negotiated, renegotiated or entered into after the
     Effective Date;

(b)  termination of Land Earth Station Operator agreements;

(c)  establishment of Land Earth Station facilities in
     addition to those existing or authorised as of the
     Effective Date; and

(d)  the wholesale pricing arrangements of the Company in
     relation to the Land Earth Station Operators.

29A.3    Prior to the undertaking of an IPO by the Shareholder,
the LES Committee shall comprise one Independent Director
appointed pursuant to Article 115 of the Articles of
Association of the Shareholder, a Director who is the Chief
Executive Officer of the Shareholder or a Director not
connected with a Land Earth Station Operator, and any one
other Director. A Director shall be deemed to be connected
with a Land Earth Station Operator, inter alla, if he is a
director, officer or employee or has an interest in the
shares of any person which (a) owns. or otherwise has an
economic interest in, the relevant Land Earth Station, or
(b) has a contractual relationship with the relevant Land
Earth Station Operator or any Member of the Same Group as
that person. In this Article, Member of the Same Group shall
have the meaning ascribed to it in Article 54 of the
Articles of Association of the Shareholder.

                Appointment and Removal of Directors


30.  The Board shall appoint as Directors of the Company those  Appointment and
persons who are Directors of the Appointment and Shareholder    removal by
and shall remove them if they cease to be Directors of the      Shareholder
Shareholder. removal by

31.  The Directors shall also have power to appoint any person  Appointment by
who is willing to act to be a Director, either to fill a        the Directors
vacancy or as an addition to the existing Directors, subject
to any maximum for the time being in force, and any Director
so appointed shall hold office until he is removed in
accordance with Article 30.

32.  No person shall be disqualified from being appointed a     Age limit
Director, and no Director shall be required to vacate that
office, by reason only of the fact that he has attained the
age of 70 years or any other age nor shall it be necessary
by reason of his age to give special notice under the Act of
any resolution.

          Disqualification and Removal of Directors

33.  In addition to the provisions of the Acts the office of
a Director shall be vacated if for any reason he ceases to
be a director of the Shareholder.



                             10

<PAGE>


34.  The Company may, in accordance with and subject to the
provisions of the Companies Acts, by ordinary resolution of
which special notice has been given remove any Director from
office (notwithstanding any provision of these Articles)
and, by ordinary resolution, appoint another person in place
of a Director so removed from office provided always that
such a person is a Director of the Shareholder.

                    Directors' Interests

35.  Subject to the provisions of the Companies Acts and        Directors may
Article 44 (concerning the circumstances Directors may          contract with
warranting recusal), and provided that he has disclosed to      Company
the Board the nature and extent of contract with the any
material interest of his, a Director, notwithstanding his
office:

(a)  Company may be a party to, or otherwise be interested
     in, any transaction or arrangement with the Company or
     in which the Company is otherwise interested;

(b)  may act by himself or his firm in a professional capacity
     for the Company (otherwise than as auditor) and he or
     his firm shall be entitled to remuneration for
     professional services as if he were not a Director,

(c)  may be a Director or other officer of or employed by, or
     a party to any transaction or arrangement with, or
     otherwise interested in, any body corporate promoted by
     the Company or in which the Company is otherwise
     interested; and

(d)  shall not, by reason of his office, be accountable to
     the Company for any benefit which he derives from any
     such office or employment or from any such transaction
     or arrangement or from any interest in any such body
     corporate and no such transaction or arrangement shall
     be liable to be avoided on the ground of any such
     interest or benefit.

36.  For the purposes of Article 35:                            Notification of
                                                                interests

(a)  a general notice given to the Board that a Director is
     to be regarded as having an interest of the nature and
     extent specified in the notice in any transaction or
     arrangement in which a specified person or class of
     persons is interested shall be deemed to be a
     disclosure that the Director has an interest in any
     such transaction of the nature and extent so specified;
     and

(b)  an interest of which a Director has no knowledge and of
     which it is unreasonable to expect him to have
     knowledge shall not be treated as an interest of his.



                             11

<PAGE>


                   Benefits and Insurance

37.  The Board may (by establishment of or maintenance of       Gratuities and
schemes or otherwise) provide benefits, whether by the          pensions
payment of gratuities or pensions or by insurance or
otherwise, for any past or present Director or employee of
the Company or any of its subsidiaries or any body corporate
associated with, or any business acquired by, any of them,
and for any member of his family (including a spouse and a
former spouse) or any person who is or was dependent on him,
and may (as well before as after he ceases to hold such
office or employment) contribute to any fund and pay
premiums for the purchase or provision of any such benefit
in accordance with the recommendations of the Remuneration
Committee.

38.  Without prejudice to the provisions of Regulation 118      Insurance
of Table A, the Board shall have the power to purchase and
maintain insurance for or for the benefit of any persons who
are or were at any time Directors, officers or employees or
auditors of the Company, or of any other Company which is
its holding Company or in which the Company or such holding
Company has any interest whether direct or indirect or which
is in any way allied to or associated with the Company, or
of any subsidiary undertaking of the Company or any such
other Company, or who are or were at any time trustees of
any pension fund or employee share scheme in which employees
of the Company or any such other Company or subsidiary
undertaking are interested, including (without prejudice to
the generality of the foregoing) insurance against any
liability incurred by such persons in respect of any act or
omission in the actual or purported execution or discharge
of their duties or in the exercise or purported exercise of
their powers or otherwise in relation to their duties,
powers or offices in relation to the Company or any such
other Company, subsidiary undertaking, pension fund or
employee share scheme.

39.  No Director or former Director shall be accountable to     Directors not
the Company or the members for any benefit provided pursuant    liable to
to Articles 37 and 38 and the receipt of any such benefit       account
shall not disqualify any person from being or becoming a
Director of the Company.




                             12


<PAGE>

                  Proceedings of Directors

40.  Subject to the provisions of these Articles, the Board     Convening
may regulate its proceedings as it thinks fit. A Director       meetings
may, and the secretary at the request of a Director shall,      Convening
call a meeting of the Board. Notice of a Board meeting shall    meetings
be deemed to be properly given to a Director if it is sent
in writing to him at his last known address or any other
address given by him to the Company for this purpose at
least fourteen (14) days in advance of the meeting, except
in urgent circumstances (as determined by the Company and
ratified by a simple majority of the Board). A Director
absent or intending to be absent from the United Kingdom may
request of the Board that notices of Board meetings shall
during his absence be sent in writing to him at an address
given by him to the Company for this purpose, but such
notices need not be given any earlier than notices given to
Directors not so absent. Questions arising at a meeting
shall be decided by a majority of votes, except in relation
to any proposal for the amendment of these Articles which
shall only be decided by a majority of more than two-thirds
of the Directors present and voting at a meeting of the
Board at which the necessary quorum is present. In the case
of an equality of votes, the chairman shall have a second or
casting vote. Any Director may waive notice of a meeting and
any such waiver may be retrospective.

41.  The quorum for the transaction of the business of the      Quorum
Board may be fixed by the Board and unless so fixed at any
other number shall be a majority of Directors. A person who
holds office only as an alternate Director shall, if his
appointor is not present, be counted in the quorum. Any
Director who ceases to be a Director at a Board meeting may
continue to be present and to act as a Director and be
counted in the quorum until the termination of the Board
meeting if no Director objects.

42.  The continuing Directors or a sole continuing Director     Powers of
may act notwithstanding any vacancies in their number, but,     Directors if
if the number of Directors is less than the number fixed as     number falls
the quorum, the continuing Directors or Director may act        below minimum
only for the purpose of filling vacancies or of calling a
general meeting.

43.  All acts done by a meeting of the Board, or of a           Validity of acts
committee of the Board, or by a person acting as a Director     of the Board
or alternate Director, shall, notwithstanding, that it be
afterwards discovered that there was a defect in the
appointment of any Director or any member of the committee
or alternate Director or that any of them were disqualified
from holding office, or had vacated office, or were not
entitled to vote, be as valid so long as the acts done by
the Board, or committee thereof, were properly adopted,
validated or ratified by the required number of duly
appointed and qualified Directors or, as the case may be,
alternate Directors who were also present at the meeting and
entitled to vote.

44.  A Director shall not vote at a meeting of the Board or     Directors'
a committee of the Board on any resolution of the Board         power to vote on
concerning a matter in which he has an interest (other than     contracts in
by virtue of his interests in shares or debentures or other     which they are
securities of or otherwise in or through the Company) which     interested
(together with any interest of any person connected with
him) is to his knowledge material unless his interest arises
only because the resolution concerns one or more of the
following matters:




                             13
<PAGE>

(a)  the giving of a guarantee, security or indemnity in
     respect of money lent or obligations incurred by him or
     any other person at the request of or for the benefit
     of, the Company or any of its subsidiary undertakings;
     or

(b)  the giving of a guarantee, security or indemnity in
     respect of a debt or obligation of the Company or any
     of its subsidiary undertakings for which the Director
     has assumed responsibility (in whole or part and
     whether alone or jointly with others) under a guarantee
     or indemnity or by the giving of security; or

(c)  a contract, arrangement, transaction or proposal
     concerning an offer of shares, debentures or other
     securities of the Company or any of its subsidiary
     undertakings for subscription or purchase, in which
     offer he is or may be entitled to participate as a
     holder of securities or in the underwriting or
     sub-underwriting of which he is to participate; or

(d)  a contract, arrangement, transaction or proposal
     concerning any other body corporate in which he or any
     person connected with him is interested, directly or
     indirectly, and whether as an officer, shareholder,
     creditor or otherwise, if he and any persons connected
     with him do not to his knowledge hold an interest (as
     that term is used in sections 198 to 211 of the Act)
     representing one per cent or more of either any class
     of the equity share capital of such body corporate (or
     any other body corporate through which his interest is
     derived) or of the voting rights available to members
     of the relevant body corporate (any such interest being
     deemed for the purpose of this Article to be a material
     interest in all circumstances); or

(e)  contract, arrangement, transaction or proposal for the
     benefit of employees of the Company or of any of its
     subsidiary undertakings and does not award him any
     privilege or benefit not generally accorded to the
     employees to whom the arrangement relates; or

(f)  a contract, arrangement, transaction or proposal
     concerning any insurance which the Company is empowered
     to purchase or maintain for or, for the benefit of, any
     Directors of the Company or for persons who include
     Directors of the Company.

     For the purposes of this Article, an interest of a         Interests of
person who is, for any purpose of the Companies Acts            connected person
(excluding any statutory modification of the Companies          and alternate
Acts not in force when this Article is adopted),                Director
connected with a Director shall be treated as an
interest of the Director and, in relation to an
alternate Director, an interest of his appointor shall
be treated as an interest of the alternate Director
without prejudice to any interest which the alternate
Director has otherwise.

45.  A Director shall not be counted in the quorum present      Rxclusion of
at a meeting in relation to a resolution Exclusion of on        Director
which he is not entitled to vote.




                             14
<PAGE>

45.(A)  Where proposals are under consideration concerning the  Division of
appointment (including fixing Division of or varying the        proposals
terms of appointment) of two or more Directors to offices or
employments with proposals the Company or any body corporate
in which the Company is interested, the proposals may be
divided and considered in relation to each Director
separately and in such cases each of the Directors concerned
shall be entitled to vote and be counted in the quorum in
respect of each resolution except that concerning his own
appointment.

 45.(B) If a question arises at a meeting of the Board or of a  Decision of
committee of the Board as to the Decision of entitlement of     chairman final
a Director to vote or be counted in a quorum, the question      and conclusive
may, before the chairman final conclusion of the meeting, be
referred to the chairman of the meeting and his ruling in
and conclusive relation to any Director other than himself
shall be final and conclusive except in a case where the
nature or extent of the interests of the Director concerned
have not been fairly disclosed. If any such question arises
in respect of the chairman of the meeting, it shall be
decided by resolution of the Board (on which the chairman
shall not vote) and such resolution will be final and
conclusive except in a case. where the nature and extent of
the interests of the chairman have not been fairly
disclosed.

             The Seal, Deeds and Certification

46.  The seal shall only be used by the authority of a          Authority
resolution of the Directors. The Directors Authority may        required for
determine who shall sign any instrument executed under the      execution of
seal. If they do not, it shall required for be signed by at     deed
least one Director and the secretary or by at least two
Directors. Any execution of document may be executed under
the seal by impressing, the seal by mechanical means or by
deed printing the seal or a facsimile of it on the document
or by applying the seal or a facsimile of it by any other
means to the document. A document signed, with the authority
of a resolution of the Directors, by a Director and the
secretary or by two Directors and expressed (in whatever
form of words) to be executed by the Company has the same
effect as if executed under the seal. For the purpose of the
preceding sentence only, "secretary"' shall have the same
meaning as in the Act and not the meaning given to it by
regulation 1 of Table A.

47.  The Company may exercise the powers conferred by           Official seal
section 39 of the Act with regard to having an official seal    for use abroad
for use abroad.


                          15

<PAGE>


48.  Any Director or the secretary, or any person appointed by  Certified copies
the Directors for the purpose, shall have power to
authenticate any documents affecting the constitution of the
Company and any resolutions passed by the Company (or the
holders of any class of shares of the Company) or the
Directors or any committee of the Directors, and any books,
records, documents and accounts relating to the business of
the Company, and to certify copies of or extracts from them
as true copies or extracts. A document purporting to be a
copy of a resolution, or the minutes of or an extract from
the minutes of a meeting of the Company (or the holders of
any class of shares of the Company) or of the Directors or
any committee of the Directors that is certified in this way
shall be conclusive evidence in favour of all persons
dealing with the Company in reliance on it that such
resolution has been duly passed or, as the case may be, that
such minutes or extract is a true and accurate record of
proceedings at a duly constituted meeting.

                        Record Dates

49.  Notwithstanding any other provision of these               Record dates for
Articles, the Company or the Directors may fix Record dates     dividends, etc.
for any date as the record date for any dividend,
distribution, allotment or issue, which may be on or at any
time before or after any date on which the dividend,
distribution, allotment or issue is declared. paid or made.

                          Notices

50.  Any notice to be given to or by any person pursuant to     Method of giving
the Articles shall be in writing which includes, without        notice
limitation, telex, facsimile and electronic mail and any
other visible substitute for writing, A notice may be partly
in one form and partly in another.

51.  The Company may give any notice to a member:

(a)  personally; or

(b)  by sending it by post in a prepaid envelope addressed
     to the member at his registered address or by leaving
     it at that address;

(c)  or by sending it by telex, facsimile or electronic
     mail to a number or address supplied to the Company by
     the member for that purpose.

In the case of Joint holders of a share, all notices shall
be given to the joint holder whose name stands first in the
register of members in respect of the joint holding and
notice so given shall be sufficient notice to all the joint
holders.


52.  Proof that an envelope containing a notice was properly    When notice by
addressed, prepaid and posted shall be conclusive evidence      post deemed
that the notice was given. A notice sent by post shall be       served
deemed given:

(a)  if sent by first class post from an address in the
     United Kingdom to another address in the United
     Kingdom, on the day following that on which the
     envelope containing it was posted,



                             16
<PAGE>


(b)  if sent by the equivalent of first class post from an
     address in another country to another address in that
     country, on the day following that on which the
     envelope containing it was posted;


(c)  if sent by airmail from an address in the United Kingdom
     to an address outside the United Kingdom, or to an
     address in the United Kingdom from an address outside
     the United Kingdom, on the third day following that on
     which the envelope containing it was posted;

(d)  and in any other case. on the fifth day following that
     on which the envelope containing it was posted.

53.  A notice sent by telex, facsimile or electronic            When other
mail transmission to a member to a number or address            notices deemed
supplied to the Company by the member for that purpose shall    given
be deemed given twelve hours after the time of despatch or at
such earlier time as receipt is acknowledged. A notice left at
the registered address of a member shall be deemed given when
delivered.

                       US Tax Election

54.  The Company shall shall elect to be treated as a
     partnership for United States tax purposes until such
     time as the Shareholder re-registers as a public
     limited Company.



                             17






<PAGE>

                                                                      Schedule 5




                         THE COMPANIES ACTS 1985 TO 1989








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

                             PRIVATE LIMITED COMPANY
                       (Incorporated on 24 November 1998)

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





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

                            MEMORANDUM OF ASSOCIATION

                                       OF

                                  INMARSAT LTD

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



<PAGE>



                         THE COMPANIES ACTS 1985 TO 1989


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

                             PRIVATE LIMITED COMPANY

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


                            MEMORANDUM OF ASSOCIATION

                                       OF

                                  INMARSAT LTD

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



1.   The name of the Company is INMARSAT LTD.

2.   The registered office of the Company is to be situated in England and
Wales.

3.   The objects for which the Company is established are:

(1)  To provide and support global, regional and domestic satellite services,
     including, without limitation, maritime, aeronautical, land based
     communications services, radiodetermination (including radionavigation) and
     distress and safety services and all related and associated infrastructure
     wherever located.

(2) To conduct, and to promote the conduct by other persons of, research and
     development in connection with any of the activities of the Company
     authorised in this Memorandum and in any other area which might benefit the
     business of the Company or of persons having or likely to have dealings
     with the Company; to establish, maintain and operate research stations,
     laboratories, plants, workshops, field stations, testing sites, facilities
     and establishments and generally to engage in research and development for
     the Company and for other persons and to turn to account the results
     thereof.

(3)  To provide for the benefit of other persons consultancy, advisory,
     training and management services concerning or connected with anything that
     the Company does in the exercise of its powers or has power to do, or in
     which the Company has gained or developed expertise in the course of its
     business, and to provide training and educational courses, instruction,
     documentation and material for employees of the Company and for other
     persons in matters which in the opinion of the Company are



<PAGE>

     connected with, or concern or are of benefit to, the businesses and
     activities of the Company or which utilize the Company's communications
     systems or services.

(4)  To accept, design, display, publish, broadcast, transmit, distribute or
     reproduce in any form whatsoever advertisements and publicity and
     promotional material of the Company; to acquire, dispose of and use
     advertising time and space in any media; to develop, produce and undertake
     advertising, publicity and promotional campaigns and competitions for
     itself; and to undertake, promote and sponsor any product, service, event,
     individual or publication which in the opinion of the Company will promote,
     advance or publicise any activity of the Company.

(5)  To invent, design, develop, construct, manufacture, produce, erect,
     assemble, test, import, export, alter, install, maintain, repair, renovate,
     refurbish, recondition, utilise, operate, manage, purchase, sell, hire,
     hire out, supply and otherwise deal in all kinds of equipment, apparatus,
     plant, machinery, appliances, articles, things, accessories, components,
     fittings, tools, materials, substances, products, computers, computer
     programs and software which are required or are likely to be required by
     the Company or other persons for the purposes of, or in connection with,
     any of the businesses of the Company or which in the opinion of the Company
     may be conveniently or advantageously dealt with by the Company in
     connection or association with any of its objects or the objects of any of
     its subsidiaries.

(6)  To represent persons at meetings of local, national and international
     organisations and bodies concerned with activities connected or associated
     with any of the businesses of the Company, to provide services of all kinds
     to such organisations and bodies and to negotiate and enter into national
     and international agreements and standards relating to matters of concern
     or interest to the Company or persons represented by, or having dealings
     with, the Company.

(7)  To carry on all or any of the businesses of, and provide services
     associated with, engineers (including without limitation,
     telecommunications, mechanical, chemical, electrical, civil, heating and
     ventilation engineers).

(8)  To purchase, take on lease or otherwise acquire, or occupy, any estates,
     lands, buildings, easements or other interests in, or rights or privileges
     relating to, real estate; to purchase, take on lease or otherwise acquire
     and exploit natural resources of any kind, and to occupy, build, construct,
     erect, develop, design, equip, execute, carry out, demolish, reconstruct,
     adapt, improve, work, maintain, repair, renovate, administer, manage or
     control offices, exchanges of any kind, telecommunication systems, repeater
     stations, radio stations, satellite tracking stations, earth stations,
     warehouses, depots, works, plants, factories, garages, motor vehicle
     workshops, jetties, roads, railways, wharves, piers, docks, towers, retail
     premises, dwellings and other building structures, erections, installations
     or facilities of all kinds, whether for the purposes of the



                                       2
<PAGE>


     Company or for sale, letting or hiring to others or for any other purpose,
     and to contribute to or assist in (financially or otherwise) or carry out
     any part of any such operation, and to purchase, take on lease, or
     otherwise acquire personal property of all kinds, and to sell, let on lease
     or otherwise dispose of, or grant rights over, or develop or exploit, the
     whole or any part of any real or personal property belonging to the Company
     or in respect of which the Company has any interest or which may be of
     benefit to the Company or any such property in which the Company has no
     interest but which may conveniently or advantageously be developed or
     turned to account with real or personal property in respect of which the
     Company does have an interest.

(9)  To apply for and take out, purchase or otherwise acquire any patents,
     patent rights, inventions, secret processes, designs, copyrights, trade
     marks, service marks, commercial names and designations, formulae,
     licences, concessions and the like (and any interest therein) or any
     exclusive or non exclusive or limited right to use, or any secret or other
     information as to, any invention or secret process of any kind and to use,
     exercise, develop, or grant licences in respect of, or otherwise turn to
     account or deal with, the property, rights or information so acquired.

(10) To borrow or raise money or secure or discharge any debt or obligation
     (whether of the Company or of any other person) in such manner as may be
     thought fit by the Company and in particular (but without prejudice to the
     generality of the foregoing) by the issue of securities of any kind or
     mortgages or charges (fixed or floating) founded or based upon all or any
     part of the undertaking, property, assets and rights (present and future)
     of the Company including its uncalled capital or without any such security
     and upon such terms as to priority or otherwise as the Company shall think
     fit; and to receive money on deposit and advance payments with or without
     allowance of interest thereon.

(11) To enter into any guarantee, contract of indemnity or suretyship and in
     particular (without prejudice to the generality of the foregoing) to
     guarantee, support or secure, with or without consideration, whether by
     personal obligation or by mortgaging or charging all or any part of the
     undertaking, property and assets (present and future) and uncalled capital
     of the Company or by both such methods or in any other manner, the
     performance of any contracts, obligations or commitments of, and the
     repayment or payment of the principal amounts of and any premiums,
     interest, dividends and other moneys payable on or in respect of any
     securities or liabilities of, any person, including (without prejudice to
     the generality of the foregoing) any company which is for the time being a
     subsidiary or a holding company of the Company or another subsidiary of a
     holding company of the Company or otherwise associated with the Company and
     whether or not any consideration or advantage is received by the Company.

(12) To advance, lend or deposit money, and to give credit or financial
     accommodation to any person with or without taking any security therefor
     and upon such other terms as


                                       3
<PAGE>



     may be thought fit by the Company.

(13) To subscribe, underwrite, purchase or otherwise acquire, and to accept,
     take, hold, charge, mortgage, sell, dispose of and deal with, any
     obligations, securities or other investments of any nature whatsoever and
     any options or rights in respect thereof, and to buy, sell, deal in and
     invest in foreign currencies and exchange.

(14) To draw, accept, make, endorse, discount, negotiate, execute, issue, buy,
     sell and deal in bills of exchange, cheques and promissory notes and other
     negotiable or transferable instruments.

(15) To accept securities of any person or any property or interest therein of
     whatsoever nature in payment or part payment for any services rendered or
     for any sale or supply made to, or debt owing from, any such person.

(16) To insure any property, asset, matter or interest and against any
     potential liability or loss of the Company or of any other person and the
     life or health of any person for the benefit of the Company.

(17) To apply for, secure, acquire by grant, legislative enactment, assignment,
     transfer, purchase or otherwise, and to exercise, carry out and enjoy, any
     licence, franchise, concession, right, privilege, authority, charter or
     power which any person may be empowered to grant; and to pay for, aid in
     and contribute towards carrying the same into effect and do all things
     required of the Company thereunder.

(18) To apply for, promote and obtain (alone or with others) any statute,
     order, by-law, charter, regulation or other authorisation or enactment
     which may seem calculated directly or indirectly to benefit the Company and
     (alone or with others) to oppose any bills, proceedings or applications
     which may seem calculated or likely directly or indirectly to prejudice the
     interests of the Company or persons having dealings with the Company.

(19) To sell, dispose of or transfer the business, property and undertaking of
     the Company or any asset or part thereof for any consideration which the
     Company may see fit to accept, and in particular (but without prejudice to
     the generality of the foregoing) to sell or otherwise dispose of any of the
     debts due or to become due to the Company to factors or others for
     collection and to act as agents for such factors or others in the
     collection of debts so sold and to enter into any obligations or recourse
     or otherwise in connection therewith.

(20) To promote, establish, acquire, subscribe to or take any interest in,
     alone or with others, any company, body corporate, fund, trust, or other
     person or body of persons whether incorporated or not incorporated and
     whether or not having objects similar to



                                       4

<PAGE>


     those of the Company; to purchase or otherwise acquire all or any of the
     business, property and liabilities of any person carrying on a business
     including all or any part of the purposes within the objects of the Company
     or a business which in the opinion of the Company may be conveniently or
     advantageously carried on by the Company or a business having rights in
     assets the acquisition of which is in the Company likely to be in its
     interests, and to conduct, carry on and expand or liquidate and wind up any
     such business.

(21) To enter into and carry into effect any arrangement for partnership or
     joint working in business or for the sharing of profits or for amalgamation
     with any other person.

(22) To establish agencies and local boards in the United Kingdom and elsewhere
     in any part of the world and to regulate and discontinue the same; to
     procure the registration, incorporation or recognition of the Company in,
     or under the laws of, any place outside England.

(23) To establish, purchase, maintain and contribute to any pension,
     superannuation, retirement, redundancy, injury, death benefit or insurance
     funds, trusts, schemes or policies for the benefit of, and to give or
     procure the giving of pensions, annuities, allowances, gratuities,
     donations, emoluments, benefits of any description (whether in kind or
     otherwise), incentives, bonuses, assistance (whether financial or
     otherwise) and accommodation in such manner and on such terms as it thinks
     fit to, and to make payments for or towards the insurance of, any
     individuals who are or were at any time in the employment of, or directors
     or officers of (or held comparable or equivalent office in), or acted as
     consultants or advisers to or agents for, the Company or any company which
     is its holding company or is a subsidiary of the Company or any such
     holding company, or any person to whose business the Company or any
     subsidiary of the Company is, in whole or in part, a successor directly or
     indirectly or any person which is otherwise allied to or associated with
     the Company and to other individuals whose service has been of benefit to
     the Company or who the Company considers have a moral claim on the Company,
     and the spouses, widows, widowers, families and dependents of any such
     individuals as aforesaid, and to establish, provide, manage and maintain
     and provide financial assistance to welfare, sports and social facilities,
     associations, clubs, funds and institutions which the Company considers
     likely to benefit or further the interests of any of the aforementioned
     individuals and spouses, widows, widowers, families and dependents of any
     such aforementioned individuals, and to manage, maintain, support and
     provide financial assistance to any such facility, association, club, fund
     or institution which has been established, provided for, managed,
     maintained, supported or subscribed to by any person to whose business the
     Company or any subsidiary of the Company is, in whole or in part, a
     successor.

(24) To establish, contribute to, maintain, advise and assist schemes for the
     acquisition by employees, former employees and directors or by trustees of
     shares in the Company or



                                       5
<PAGE>

     its holding company to be held by or for the benefit of such employees,
     former employees and directors as aforesaid of the Company or of any of the
     Company's subsidiaries or its holding company or of any subsidiaries of its
     holding company and to lend money to any such employees, former employees
     and directors to enable them to acquire shares in the Company or in its
     holding company and to establish, implement and assist (financially or
     otherwise) the administration and running of any schemes for sharing
     profits of the Company or any other such company as aforesaid with any such
     employees, former employees and directors.

(25) From time to time to subscribe or contribute (in cash or in kind) to, or
     to promote, any charitable, benevolent or useful object of a public
     character or any object which may in the opinion of the Company be likely
     directly or indirectly to further the interests of the Company, its
     employees or its members.

(26) To do all or any of the matters hereby authorised in any part of the world
     either alone or in conjunction with, or as factors, contractors, trustees,
     principals or agents for, any other persons, or by or through factors,
     trustees or agents, and to act as directors of or secretary, manager,
     registrar, or transfer agent for, or adviser or consultant to, any person,
     and to act as trustees of any kind and to undertake and execute any trust.

(27) To pay and discharge all or any expenses, costs and disbursements, to pay
     commissions and to remunerate any person for services rendered or to be
     rendered in connection with the formation, promotion and flotation of the
     Company and the underwriting or placing or issue at any time of any
     securities of the Company or of any other person.

(28) To issue, allot and grant options over securities of the Company for cash
     or otherwise or in payment or part payment for any real or personal
     property or rights therein purchased or otherwise acquired by the Company
     or any services rendered to, or at the request of, or for the benefit of,
     the Company or as security for, or indemnity for, or towards satisfaction
     of, any liability or obligation undertaken or agreed to be undertaken by or
     for the benefit of the Company, for any obligation (even if less than the
     nominal value of such securities) or for any other purpose.

(29) To invest the moneys and utilise the property and assets of the Company
     not immediately required in such a manner as the Company may from time to
     time determine.

(30) To distribute in specie or otherwise by way of dividend or bonus or
     reduction of capital all or any of the property or assets of the Company
     among its members and particularly, but without prejudice to the generality
     of the foregoing, securities of any other company formed to take over the
     whole or any part of the assets or liabilities of the Company or any
     proceeds of sale or other disposal of any property or assets of the
     Company.


                                       6


<PAGE>


(31) Generally to do all such other things as in the opinion of the Company are
     or may be incidental or conducive to the attainment of the above objects or
     any of them.

4.   The liability of the members shall be limited to the paid-up value of their
shares.

5.   The authorised share capital of the Company is (pound)100,000,000 divided
into 100,000,000 ordinary shares of (pound)1 each. The issued share capital is
(pound)100,000,000 divided into 100,000,000 ordinary shares of (pound)1 each.
The Company shall have the power from time to time to divide the original or any
increased capital into classes, and to attach thereto any preferential,
deferred, qualified or other special rights, privileges, restrictions and
conditions.

6.   It is hereby declared that in this Memorandum:

(a)  The expressions subsidiary and subsidiary undertaking shall in this
     Memorandum bear the meanings given to them in the Companies Act 1985 (as
     amended).

(b)  References to person or persons shall where the context permits include but
     not be limited to individuals, firms, partnerships, companies,
     corporations, governments, and other authorities or agencies supreme,
     municipal, local or otherwise, undertakings, societies, clubs,
     associations, organisations (local, national and international), statutory,
     public and other bodies (and outside the United Kingdom their equivalent)
     and any legal entity whether or not incorporated.

(c)  References to securities shall where the context permits include but not be
     limited to any fully, partly or nil paid or no par value share, stock,
     unit, debenture, debenture or loan stock (perpetual or terminable), bond,
     deposit receipt, bill, note, warrant, coupon, right to subscribe or
     convert, or similar right or obligation.

(d)  References to and and or shall mean and/or where the context so permits.

(e)  References to other and otherwise shall not be construed ejusdem generis
     where a wider construction is possible.

(f)  The Organization means the International Mobile Satellite Organization
     (formerly known as the International Maritime Satellite Organization)
     established by the Convention.

(g)  Convention means the Convention (as amended) on the International Mobile
     Satellite Organization which entered into force on 16 July 1979.

(h)  GMDSS means Global Meantime Distress and Safety System as established by
     the








                                       7


<PAGE>


     International Maritime Organization.

7(1) In carrying out its objects as specified in Clause 3, the Company shall
have regard to the following basic principles:

(a)  ensuring the continued provision of global maritime distress and safety
     satellite communications services, in particular those which are specified
     in the International Convention for the Safety of Life at Sea, 1974, as
     amended from time to time, and the Radio Regulations annexed to the
     International Telecommunication Constitution and Convention, as amended
     from time to time, relative to the GMDSS;

(b)  providing services without discrimination on the basis of nationality.
     Notwithstanding the foregoing, the Company shall have the right to offer
     different charges for the same service in defined geographical regions in
     which end-user calls or messages originate or terminate and which are
     technically verifiable;

(c)  acting exclusively for peaceful purposes, taking into account the past
     practices of the Organization and the practice of the Company;

(d)  seeking to serve all areas where there is a need for mobile satellite
     communications, giving due consideration to the rural and the remote areas
     of developing countries; and

(e)  operating in a manner consistent with fair competition, subject to
     applicable laws and regulations.






                                       8