<PAGE>   1

                                                                    EXHIBIT 10.2

                          AMENDED AND RESTATED CONTRACT

                                     BETWEEN

                          ECHOSTAR ORBITAL CORPORATION

                                       AND

                            SPACE SYSTEMS/LORAL, INC.

                          ECHOSTAR 8 SATELLITE PROGRAM
                               (110 DEGREES W.L.)



This document contains data and information proprietary to Space Systems/Loral,
Inc. and EchoStar Orbital Corporation. This data shall not be disclosed,
disseminated or reproduced, in whole or in part, without the express prior
written consent of Space Systems/Loral, Inc. and EchoStar Orbital Corporation
except as otherwise provided in this Contract.



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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                       <C>
PREAMBLE.....................................................................3

RECITALS.....................................................................4

ARTICLE 1 - DEFINITIONS......................................................5

ARTICLE 2 - SCOPE OF WORK....................................................9

ARTICLE 3 - DELIVERABLE ITEMS AND DELIVERY SCHEDULE..........................9

ARTICLE 4 - PRICE...........................................................10

ARTICLE 5 - PAYMENT.........................................................11

ARTICLE 6 - PURCHASER-FURNISHED ITEMS.......................................15

ARTICLE 7 - COMPLIANCE WITH U.S. EXPORT LAWS AND DIRECTIVES.................17

ARTICLE 8 - ACCESS TO WORK IN PROGRESS......................................18

ARTICLE 9 - SATELLITE PRE-SHIPMENT REVIEW (SPSR)............................22

ARTICLE 10 - SATELLITE ACCEPTANCE...........................................25

ARTICLE 11 - ACCEPTANCE INSPECTION FOR DELIVERABLE ITEMS OTHER THAN
             SATELLITES.....................................................26

ARTICLE 12 - DELIVERY, TITLE AND RISK OF LOSS...............................28

ARTICLE 13 - [CONFIDENTIAL INFORMATION REDACTED]............................29

ARTICLE 14 - INTENTIONALLY DELETED..........................................29

Article 15 - WARRANTY.......................................................30

ARTICLE 16 - CHANGES........................................................34

ARTICLE 17 - FORCE MAJEURE..................................................35

ARTICLE 18 - PURCHASER DELAY OF WORK........................................37

ARTICLE 19 - PATENT INDEMNITY...............................................38

ARTICLE 20 - INDEMNITY FOR BODILY INJURY AND PROPERTY DAMAGE................40

ARTICLE 21 - TERMINATION FOR CONVENIENCE....................................42

ARTICLE 22 - [CONFIDENTIAL INFORMATION REDACTED]............................45
</TABLE>


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<TABLE>
<S>                                                                       <C>

ARTICLE 22A - [CONFIDENTIAL INFORMATION REDACTED]...........................45

ARTICLE 23 - DEFAULT........................................................45

ARTICLE 24 - INTENTIONALLY DELETED..........................................48

ARTICLE 25 - ARBITRATION....................................................48

ARTICLE 26 - INTER-PARTY WAIVER OF LIABILITY FOR A LAUNCH...................49

ARTICLE 27 - CORRECTIVE MEASURES............................................51

ARTICLE 28 - RESERVED.......................................................51

ARTICLE 29 - [CONFIDENTIAL INFORMATION REDACTED]............................51

ARTICLE 30 - MOST FAVORED NATION............................................51

ARTICLE 31 - RESERVED.......................................................51

ARTICLE 32 - RESERVED.......................................................51

ARTICLE 33 - GROUND STORAGE.................................................52

ARTICLE 34 - LIMITATION OF LIABILITY........................................53

ARTICLE 35 - DISCLOSURE AND HANDLING OF PROPRIETARY INFORMATION.............54

ARTICLE 36 - INTELLECTUAL PROPERTY RIGHTS - RIGHTS IN DATA..................57

ARTICLE 37 - PUBLIC RELEASE OF INFORMATION..................................59

ARTICLE 38 - NOTICES........................................................59

ARTICLE 39 - [CONFIDENTIAL INFORMATION REDACTED]............................60

ARTICLE 40 - ORDER OF PRECEDENCE............................................60

ARTICLE 41 - GENERAL........................................................61

ARTICLE 42 - ATTACHMENTS....................................................64

ARTICLE 43 - TERMINATION RIGHT..............................................65

ARTICLE 44 - COOPERATION REGARDING SPOT BEAMS...............................65

ARTICLE 45 - [CONFIDENTIAL INFORMATION REDACTED]............................66

ARTICLE 46 - KEY PERSONNEL..................................................66
</TABLE>


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                                    PREAMBLE

This Amended and Restated Contract is made and effective as of February 1, 2001
by and between EchoStar Orbital Corporation and Space Systems/Loral, Inc.,
regarding the EchoStar 8 Satellite Program (110 degrees W.L.) (the "Contract")
and amends and restates that certain Contract entered into as of February 4,
2000 (the "Effective Date of Contract" or "EDC") between EchoStar Orbital
Corporation, organized and existing under the laws of the State of Colorado
having an office and place of business at 5701 South Santa Fe, Littleton,
Colorado 80120 (hereinafter referred to as "Purchaser") and Space Systems/Loral,
Inc., a corporation organized and existing under the laws of the State of
Delaware, having an office and place of business at 3825 Fabian Way, Palo Alto,
California 94303 (hereinafter referred to as "Contractor").


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                                    RECITALS




WHEREAS, Purchaser desires to procure one (1) communications satellite, known as
EchoStar 8, to be delivered to the Launch Site, risk management therefor, all
required ground equipment and support and training services, to the extent and
subject to the terms and conditions set forth herein, and

WHEREAS, Contractor is willing to furnish such Satellite, risk management,
ground equipment and support and training services, to the extent and subject to
the terms and conditions set forth herein, in consideration of the Firm Fixed
Price and other valid consideration.

NOW, THEREFORE, the Parties hereto agree as follows:


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                            ARTICLE 1 - DEFINITIONS


Capitalized terms used and not otherwise defined herein shall have the following
meanings:

1.1      "ACCEPTANCE" (i) with respect to a Satellite shall be as provided for
         in Article 10, and (ii) with respect to any Deliverable Item other than
         a Satellite shall be as provided for in Article 11.

1.2      "ADDITIONAL SATELLITE" has the meaning set forth in Article
         [CONFIDENTIAL INFORMATION REDACTED].

1.3      "AFFILIATE" means, with respect to a Party, any person or entity
         directly or indirectly controlling, controlled by or under common
         control with such Party.

1.4      "CONTRACT" means the articles of this executed Contract, its Exhibits
         and its Attachment(s), as may be amended from time to time in
         accordance with the terms hereof.

1.5      "CONTRACTOR" has the meaning set forth in the preamble and any
         successor or assignee permitted hereunder.

1.6      "DELIVERABLE DATA" means the data and documentation required to be
         delivered to Purchaser as specified in the Statement of Work.

1.7      "DELIVERABLE ITEM" means any of the items listed in Article 3.1, and
         any Additional Satellite or other items ordered by Purchaser pursuant
         to Article [CONFIDENTIAL INFORMATION REDACTED], and, collectively, the
         "DELIVERABLE ITEMS".

1.8      "DELIVERY" (i) with respect to a Satellite shall be as provided for in
         Article 12.1, and (ii) with respect to any Deliverable Item other than
         a Satellite shall be as provided for in Article 12.2.



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1.9      "EFFECTIVE DATE OF CONTRACT" or "EDC" means the effective date of this
         Contract as specified in the preamble.

1.10     "FCC" means the Federal Communications Commission or any successor
         agency or governmental authority.

1.11     "FIRM FIXED PRICE" has the meaning set forth in Article 4.1.

1.12     "FORCE MAJEURE" has the meaning set forth in Article 17.

1.13     "GROSS NEGLIGENCE" means reckless disregard for the rights of others
         which very closely approaches intentional wrongdoing or other actions
         (or failures to act) which very closely approach intentional
         wrongdoing.

1.14     "IN-ORBIT TESTING" or "IOT" means the testing of a Satellite on-orbit
         in accordance with the Program Test Plan.

1.15     "INTELLECTUAL PROPERTY CLAIM" has the meaning set forth in Article 19.

1.16     "INTENTIONAL IGNITION" means, with respect to a Satellite, the official
         time designated by the Launch Agency during the launch sequence when
         the initial motors of the Launch Vehicle are ignited for the purpose of
         Launch following a planned countdown.

1.17     "LAUNCH" means, with respect to a Satellite, Intentional Ignition
         followed by Lift-Off.

1.18     "LAUNCH AGENCY" means the provider responsible for conducting the
         Launch Services for a Satellite.

1.19     "LAUNCH SERVICES" means those services provided by the Launch Agency
         pursuant to the Launch Services Agreement.

1.20     "LAUNCH SERVICES AGREEMENT" or "LSA" means the contract between
         Purchaser and the Launch Agency which provides for Launch


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         Services for a Satellite, as such contract may be amended from time to
         time in accordance with its terms.

1.21     "LAUNCH SITE" means the location that will be used by the Launch Agency
         for purposes of launching a Satellite.

1.22     "LAUNCH SUPPORT" or "LAUNCH SUPPORT SERVICES" means those services
         specified in the Statement of Work to be provided by Contractor in
         support of Launch.

1.23     "LAUNCH VEHICLE" means the launch vehicle selected by Purchaser and
         used for Launch of a Satellite, which is baselined to be an
         [CONFIDENTIAL INFORMATION REDACTED] launch vehicle, unless changed
         under Article [CONFIDENTIAL INFORMATION REDACTED].

1.24     "LIBOR" means the rate of interest per annum, at any relevant time, at
         which thirty (30) day U.S. dollar deposits are offered at such time in
         the London interbank market.

1.25     "LIFT-OFF" means, with respect to a Satellite, physical separation of
         the Launch Vehicle from the ground support equipment following
         Intentional Ignition due to the Launch Vehicle rising under its own
         power for the purpose of launching a Satellite.

1.26     "MISSION OPERATIONS SUPPORT SERVICES" means the orbit-raising, IOT and
         related services specified in the Statement of Work to be performed by
         Contractor for a Satellite.

1.27     "NSP" means not separately priced.

1.28     "PARTY" or "PARTIES" means Purchaser, Contractor or both, as the
         context requires.

1.29     "PAYMENT PLAN" means the payment plan for the applicable Deliverable
         Item, attached as Attachment A.


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1.30     "PERFORMANCE SPECIFICATION" means the Satellite performance
         specification attached as Exhibit B, as such Exhibit may be amended
         from time to time in accordance with the terms of this Contract.

1.31     "PMO" means the Purchaser's program management office.

1.32     "PRODUCT ASSURANCE PROGRAM PLAN" means the product assurance program
         plan attached as Exhibit C, as such Exhibit may be amended from time to
         time in accordance with the terms of this Contract.

1.33     "PROGRAM TEST PLAN" means the Satellite program test plan attached as
         Exhibit D, as such Exhibit may be amended from time to time in
         accordance with the terms of this Contract.

1.34     "PROPRIETARY INFORMATION" has the meaning set forth in Article 35.

1.35     "PURCHASER" has the meaning set forth in the preamble and any successor
         or assignee permitted hereunder.

1.36     "SATELLITE" means a communications satellite that is to be manufactured
         by Contractor pursuant to this Contract.

1.37     "SATELLITE ANOMALY" means, with respect to any Satellite, any
         occurrence that occurs at or after Intentional Ignition and has or
         could have an impact on a Satellite's health or performance of such
         Satellite.

1.38     "SATELLITE PRE-SHIPMENT REVIEW" or "SPSR" has the meaning set forth in
         Article 9.

1.39     "SCF" means satellite control facility.

1.40     "STATEMENT OF WORK" or "SOW" means the statement of work attached as
         Exhibit A, as such Exhibit may be amended from time to time in
         accordance with the terms of this Contract.

1.41     "TT&C" means telemetry, tracking and control.


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                            ARTICLE 2 - SCOPE OF WORK


2.1      Provision of Services and Materials

         Contractor shall provide the necessary personnel, material, services,
         and facilities to: design, manufacture, test, and deliver to the
         location set forth in Article 3.1 (or another location agreed upon
         pursuant to Article [CONFIDENTIAL INFORMATION REDACTED]), one (1)
         Satellite, together with all other Deliverable Items referred to in
         Article 3.1, in accordance with the following Exhibits, which are
         attached hereto and made a part hereof:

2.1.1    Exhibit A, Statement of Work, dated April 19, 2000 (Document Reference
         No. 17/EchoStar-8/E8SOW New 1/-4/6/00);

2.1.2    Exhibit B, Satellite Performance Specification, dated April 25, 2000,
         Rev. 6;

2.1.3    Exhibit C, Product Assurance Program Plan Part One, dated May 11, 2000
         (Document Reference No. E224145, Rev. 1) and Product Assurance Program
         Plan Part Two, dated February 14, 2000 (Document Reference No. E038152,
         Rev. 4);

2.1.4    Exhibit D, Satellite Program Test Plan, dated April 19, 2000 (Doc No.
         17/EchoStar8/E8TP1 doc/-3/27/00).


ARTICLE 3 - DELIVERABLE ITEMS AND DELIVERY SCHEDULE


3.1      Deliverable Items

         Subject to the other terms and conditions of this Contract, the items
         to be delivered under this Contract are specified in the table below
         and the corresponding delivery schedules and locations are as follows:


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<TABLE>
<CAPTION>
 ITEM      DESCRIPTION                DELIVERY SCHEDULE          DELIVERY LOCATION
 ----      -----------                -----------------          -----------------
<S>        <C>                        <C>                        <C>
   1.      Satellite                  [CONFIDENTIAL              [CONFIDENTIAL INFORMATION
           (EchoStar 8)               INFORMATION REDACTED]      REDACTED]

   2.      Deliverable Data           Per SOW, Exhibit A         PMO

   3.      Support and Training       Per SOW, Exhibit A         Contractor's facilities and Purchaser's SCF

   4.      Ground Equipment           Per SOW, Exhibit A         Purchaser's SCF

   5.      Risk Management Services   Per Article 39             Contractor's facilities
</TABLE>

         Contractor shall, at its cost, use its reasonable best efforts to
         obtain all U.S. and foreign Government approvals necessary to export
         and import a Satellite, all Deliverable Items and Deliverable Data
         required hereunder, and the individual components of the applicable
         Satellite and such Deliverable Items and Deliverable Data.


ARTICLE 4 - PRICE


4.1      Firm Fixed Price The total price to be paid by Purchaser to Contractor
         for the Deliverable Items 1 through 4 set forth in Article 3.1 within
         the scope of work detailed in the Statement of Work, shall be a firm
         fixed price of [CONFIDENTIAL INFORMATION REDACTED] (the "Firm Fixed
         Price"). The total price to be paid by Purchaser to Contractor for
         Deliverable Item 5 set forth in Article 3.1 within the scope of work
         detailed in Article 39 shall be a firm fixed price equal to
         [CONFIDENTIAL INFORMATION REDACTED] for any risk management insurance
         policy(ies) procured by Contractor pursuant to Article 39. The prices
         for those Deliverable Items subject to an option under this Contract,
         if any, are described in the


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         particular Articles that set forth those options. The itemization of
         the Firm Fixed Price is as follows:

<TABLE>
<CAPTION>
         Item Description                                                Amount
         ----------------                                                ------
<S>                                        <C>
         Satellite (EchoStar 8)             [CONFIDENTIAL INFORMATION REDACTED]
</TABLE>

         The Firm Fixed Price for such Satellite includes all design,
         manufacturing, tests, In Orbit Incentives, Deliverable Data, training,
         Launch Support Services, Mission Operations Support Services, ground
         equipment and shipment and transportation, all in accordance with the
         terms and conditions of this Contract, as specified herein. The item
         price also includes, and Contractor shall indemnify, defend and hold
         Purchaser, its Affiliates, directors, officers, employees, shareholders
         and agents harmless from and against, all applicable taxes, duties and
         similar liabilities whatsoever imposed by any governmental entity in
         connection with the performance of this Contract, except any tax on the
         sale to Purchaser resulting from Purchaser's election to exercise the
         Ground Storage option in Article 33. The Firm Fixed Price does not
         include the cost of any risk management insurance procured by
         Contractor pursuant to Article 39 below.

         ARTICLE 5 - PAYMENTS

5.1      Payment Plan
         Absent a bona fide dispute, payments by Purchaser to Contractor of the
         Firm Fixed Price set forth in Article 4 and of the amounts for options,
         if any, exercised by Purchaser pursuant to this Contract, shall be in
         accordance with the Payment Plan applicable thereto.


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5.2      Payment Conditions

         5.2.1    Payments. Absent a bona fide dispute, all payments due from
                  Purchaser (other than payments for risk management services,
                  which shall be made in accordance with the payment terms set
                  forth in Article 39) shall be paid no later than the date
                  specified therefor as set forth in the Payment Plan, provided
                  that: (i) Contractor submits to Purchaser an invoice with
                  respect to each such payment no later than [CONFIDENTIAL
                  INFORMATION REDACTED] days prior to such due date; and (ii)
                  Contractor completes the applicable milestone set forth in
                  Attachment A no later than [CONFIDENTIAL INFORMATION REDACTED]
                  days prior to such due date. Notwithstanding the foregoing, in
                  the event that Contractor does not deliver an invoice to
                  Purchaser at least [CONFIDENTIAL INFORMATION REDACTED] days
                  prior to such due date and/or does not achieve the relevant
                  milestone, or provide a work-around that does not affect
                  schedule and is otherwise acceptable to Purchaser, at least
                  [CONFIDENTIAL INFORMATION REDACTED] days prior to such due
                  date, Purchaser may suspend all payments until such time as
                  the relevant invoice is received and milestone is completed.
                  Within [CONFIDENTIAL INFORMATION REDACTED] days following
                  Purchaser's receipt of the relevant invoice [CONFIDENTIAL
                  INFORMATION REDACTED] days following Contractor's completion
                  of the relevant milestone, whichever occurs later, Purchaser
                  shall pay Contractor for all payments that were required to
                  have been made but were not as a result of the suspension.

         5.2.2    Milestones. Notwithstanding the milestones set forth in
                  Attachment A, if it becomes reasonably clear that problems


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                  with deliverables are reasonably likely to cause schedule
                  delays, then all payments may be suspended, at Purchaser's
                  option, and the date for payment of each subsequent payment
                  delayed, by an amount of time equal to the difference between
                  the originally scheduled delivery date for the Satellite set
                  forth in Article 3 and the revised forecast delivery date. In
                  the event that Contractor subsequently recovers all or a
                  portion of the originally scheduled delivery date for the
                  Satellite, payments will again be revised to reflect that
                  recovery. Further, if, following completion of a milestone, a
                  problem arises which requires rework of elements of the
                  milestone, then payments may be suspended, at Buyer's option,
                  until the milestone is again complete.

         5.2.3    Non-Warranty Payments. Absent a bona fide dispute, all amounts
                  payable to Contractor with respect to non-warranty work
                  performed pursuant to Article 15.3 shall be paid no later than
                  [CONFIDENTIAL INFORMATION REDACTED] days after submission of
                  an invoice by Contractor certifying that such non-warranty
                  work has been completed.

         5.2.4    Obligation to Pay. The failure of Contractor to deliver any
                  invoice required hereunder shall not affect Purchaser's
                  obligation hereunder to make any payments to Contractor. If
                  Contractor shall not have delivered any invoice required
                  hereunder within the time specified therefor, subject to the
                  terms and conditions of this Article 5, the relevant payment
                  due from Purchaser shall be payable [CONFIDENTIAL INFORMATION
                  REDACTED] days after receipt of such invoice.


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5.3      Late Payment
         Except in the case of a bona fide dispute, in the event that any
         payment owed by one Party to the other Party is not made when due
         hereunder, without prejudice to the second Party's other rights and
         remedies under this Contract, at law or in equity, the first Party
         shall pay the other Party interest at the rate of [CONFIDENTIAL
         INFORMATION REDACTED] on the unpaid balance thereof from the date such
         payment is due hereunder until such time as payment is made. If a
         payment due to Contractor from Purchaser is not made by the date
         [CONFIDENTIAL INFORMATION REDACTED] days after the date due hereunder,
         without prejudice to Contractor's other rights and remedies under this
         Contract, at law or in equity, Contractor may elect to cease
         performance of its obligations under this Contract, without prejudice
         or penalty. In such case, if Contractor subsequently resumes
         performance in lieu of termination pursuant to Article 23.5, the
         schedule, price and other affected provisions of this Contract shall be
         modified to compensate Contractor for its added reasonable, actual
         out-of-pocket costs plus a profit of [CONFIDENTIAL INFORMATION
         REDACTED] associated with such work stoppage. Notwithstanding the
         foregoing, in the event of a bona fide dispute between the Parties
         regarding a payment due hereunder, such dispute shall be resolved
         pursuant to Article 25 hereof, and Contractor shall have no right
         during the pendancy of such dispute to stop work under this Contract
         because of such dispute.

5.4      Invoices
         Invoices required to be delivered by Contractor hereunder shall be
         submitted to Purchaser (original plus one (1) copy) at the following
         address:

         [CONFIDENTIAL INFORMATION REDACTED] or to such other address as
         Purchaser may specify in writing to Contractor.


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5.5      Payment Bank
         All payments made to Contractor hereunder shall be in U.S. currency and
         shall be made by electronic funds transfer to the following account:

         [CONFIDENTIAL INFORMATION REDACTED]


         or by check to:

                       [CONFIDENTIAL INFORMATION REDACTED]

         or to such other account or address as Contractor may specify in
         writing to Purchaser.

                      ARTICLE 6 - PURCHASER-FURNISHED ITEMS


6.1      Purchaser-Furnished Support
         To enable Contractor to perform Launch Support and Mission Operations
         Support Services, Purchaser shall timely make available to Contractor
         the Purchaser-furnished equipment, facilities and services described in
         the Statement of Work. Such equipment, facilities and services shall be
         in good working condition and adequate for the required purpose and
         shall be made available free of charge for Contractor's use (including
         Acceptance inspection pursuant to Article 11) during the period
         commencing [CONFIDENTIAL INFORMATION REDACTED] prior to such Launch and
         continuing through completion of the IOT review. Purchaser and
         Contractor will conduct an interface meeting [CONFIDENTIAL INFORMATION
         REDACTED] prior to such Launch to confirm the availability and adequacy
         of Purchaser-furnished equipment, facilities and services.


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6.2      Communications Authorizations
         Purchaser shall be responsible, at its cost and expense, for preparing,
         coordinating and filing all applications for licenses with the FCC, if
         required to do so, for the Launch and operation of the Satellite.
         Contractor shall timely provide Purchaser with all reasonable
         assistance, at no additional cost to Purchaser, requested by Purchaser
         in connection with Purchaser's performance of the above-specified
         tasks, and in connection with the filing of any technical filings
         required to be made by Purchaser with the FCC.

6.3      Radio Frequency Coordination
         Purchaser shall be responsible for the timely preparation and
         submission of all filings required by the International
         Telecommunication Union (or any successor agency thereto) regarding
         radio frequency and orbital position coordination. Such filings shall
         be made in accordance with the Radio Regulations of the International
         Telecommunication Union (or any successor agency). Contractor shall
         timely provide Purchaser with all reasonable assistance, at no
         additional cost to Purchaser, requested by Purchaser in connection with
         Purchaser's performance of the above-specified tasks.

6.4      Licenses and Permits
         Except as set forth in Articles 6.2 and 6.3 above, Contractor shall be
         responsible, at its sole cost and expense, for securing any and all
         permits and licenses for the construction and transportation of a
         Satellite (other than FCC construction permits for a Satellite).

6.5      Satellite Performance Data
         In the event of a Satellite Anomaly that occurs during the life of a
         Satellite, Purchaser shall timely provide Contractor with or give


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         Contractor access to any data Contractor may reasonably require to
         investigate or correct (if Contractor is able to do so) such Satellite
         Anomaly or make or settle any insurance claim relating to such
         Satellite Anomaly.

6.6      Late Delivery of Purchaser-Furnished Items or Services
         The late delivery of Purchaser-furnished items, individually or
         combined, shall be considered an event beyond the reasonable control of
         Contractor, and Contractor shall be entitled to a reasonable adjustment
         in price, schedule, and other affected terms for such late delivery.

           ARTICLE 7 - COMPLIANCE WITH U.S. EXPORT LAWS AND DIRECTIVES


7.1      Technical Information, Deliverable Data and Technical Services

         7.1.1    Any obligation of either Party hereunder to provide technical
                  information, Deliverable Data or technical services to the
                  other Party or its representatives shall be subject to
                  applicable U.S. Government export control and security laws,
                  regulations, policies and license conditions. The Parties
                  shall work cooperatively and in good faith to implement this
                  Contract consistent with such laws, regulations, policies and
                  license conditions.

         7.1.2    If and to the extent required by U.S. law, the Parties and/or
                  their representatives shall enter into U.S.
                  Government-approved agreement(s), separate from this Contract,
                  governing the Party's provision of technical information,
                  Deliverable Data or technical services in connection with this
                  Contract.


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7.2      No Retransfer
         The Parties shall not transfer to any "foreign person", as defined in
         the International Traffic in Arms Regulations (22 C.F.R. Section 120.1)
         technical information, Deliverable Data or technical services furnished
         hereunder, except as expressly authorized by the U.S. Government in
         accordance with U.S. export control laws. THE PARTIES UNDERSTAND AND
         WARRANT THAT THEY SHALL NOT RE-EXPORT, TRANSFER OR DIVERT ANY ITEM
         EXPORTED UNDER OR IN CONNECTION WITH THIS CONTRACT TO ANY "FOREIGN
         PERSON" WITH A NATIONALITY OTHER THAN CONTRACTOR'S OR PURCHASER'S,
         RESPECTIVELY, WITHOUT THE PRIOR WRITTEN APPROVAL OF THE U.S.
         GOVERNMENT.

                     ARTICLE 8 - ACCESS TO WORK IN PROGRESS

8.1      Work in Progress at Contractor's Plant
         Subject to Article 7 and Article 8.5 and to compliance with
         Contractor's safety and security regulations, Purchaser's employees
         (and representatives, consultants or agents, subject to the prior
         approval of Contractor, which approval shall not be unreasonably
         withheld or delayed) shall be allowed access, in such a manner so as
         not to unreasonably disrupt the routine business operations of
         Contractor, to observe work being performed at Contractor's facility
         for the Satellite and other Deliverable Items, for the purpose of
         observing the progress of such work and otherwise confirming
         Contractor's compliance with this Contract. Notwithstanding anything to
         the contrary set forth herein, the fact that Purchaser has observed
         work performed hereunder shall not be deemed Purchaser's Acceptance or
         approval of such work.


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8.2      Work in Progress at Subcontractors' Plant
         Subject to Article 7 and Article 8.5, to the extent permitted by
         Contractor's subcontractors supplying services or goods in connection
         with the Satellite and subject to each such subcontractor's safety and
         security regulations, Contractor shall allow Purchaser's employees (and
         representatives, consultants or agents, subject to the prior approval
         of Contractor, which approval shall not be unreasonably withheld or
         delayed) access, in such a manner so as not to unreasonably disrupt the
         routine business operations of Contractor, to observe work being
         performed with respect to the Satellite in each such subcontractor's
         plants for the purpose of observing the progress of such work and
         otherwise confirming Contractor's compliance with this Contract,
         subject to the right of Contractor to accompany Purchaser on any such
         visit to a subcontractor's plant; provided, however, that Purchaser may
         conduct an unaccompanied observation in the event that Contractor fails
         to furnish a representative after reasonable written notice of
         Purchaser's observation request. Contractor will use reasonable efforts
         to obtain permission for such access to subcontractor's facilities.

8.3      Remedy for Non-Compliance
         Purchaser may inform Contractor in writing of any particulars in which
         Purchaser observes and reasonably believes that work being performed
         under this Contract is non-compliant, including the specific contract
         requirements believed to be non-compliant and the reasons for such
         belief, and Contractor shall remedy such non-compliance at Contractor's
         expense, promptly upon receipt of notice thereof.

8.4      On-Site Facilities for Purchaser's Personnel
         Subject to Article 7 and Article 8.5, for the purpose of monitoring the
         progress of the work to be performed by Contractor hereunder and


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         otherwise confirming Contractor's compliance with this Contract,
         Contractor shall provide private office facilities at or proximate to
         Contractor's plant (which private office facilities shall in all cases
         at least be co-located with Contractor's program management office) for
         two (2) resident employees of Purchaser (or Purchaser's duly appointed
         representatives, consultants and agents, subject to the prior approval
         of Contractor, which approval shall not be unreasonably withheld or
         delayed) for a reasonable period of time after the completion of the
         Satellite review described in Article 10.2. The office facilities to be
         provided shall include [CONFIDENTIAL INFORMATION REDACTED], to the
         extent necessary to enable such personnel to monitor the progress of
         work and otherwise confirm Contractor's compliance with this Contract.

8.5      Competition/ Foreign Persons as Purchaser Representatives
         Purchaser's representatives, consultants and agents shall not be in
         direct competition with Contractor, meaning they shall not currently be
         employed by companies or entities that are in the business of
         manufacturing communication satellites. Purchaser shall notify
         Contractor in writing of the name, title or function, business
         relationship, employer and such other information as may be reasonably
         requested by Contractor, with respect to each of its intended
         representatives, consultants and agents, and cause each such
         representative, consultant and agent to execute a confidentiality
         agreement directly with Contractor in form and substance reasonably
         satisfactory to Contractor and containing terms substantially the same
         as those set forth in Article 35. Contractor may deny access to
         Contractor provided office facilities to any representative, consultant
         or agent of Purchaser upon Contractor's reasonable determination that
         such consultant or agent is, by reason of its business or affiliations,
         in direct competition with Contractor.


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         Contractor shall apply for and, once issued, maintain all U.S.
         Government export licenses and approvals needed for Purchaser's
         employees and representatives, agents and consultants who are citizens
         of a country other than the U.S., to access Contractor's and its
         subcontractors' facilities or technical data in connection with the
         performance of this Contract. Purchaser shall cooperate with Contractor
         and provide the support necessary for Contractor to apply for and
         maintain such export licenses and approvals, and shall promptly notify
         Contractor of any occurrence or change in circumstances of which it
         becomes aware that is relevant to or affects such export license and
         approvals. IN NO EVENT SHALL CONTRACTOR BE OBLIGATED UNDER THIS
         CONTRACT TO PROVIDE ACCESS TO CONTRACTOR FACILITIES, TO TRANSFER ANY
         TECHNICAL INFORMATION OR DELIVERABLE DATA OR TO PROVIDE ANY TECHNICAL
         SERVICES, TO ANY PERSON EXCEPT IN COMPLIANCE WITH APPLICABLE U.S.
         EXPORT CONTROL LAWS, REGULATIONS, POLICIES AND LICENSE CONDITIONS, AS
         REASONABLY CONSTRUED BY CONTRACTOR.

8.6      Interference with Operations
         Purchaser shall exercise its rights under this Article 8 in a manner
         that does not unreasonably interfere with Contractor's or its
         subcontractors' normal business operations or Contractor's performance
         of its obligations under this Contract or any agreement between
         Contractor and its subcontractors.

8.7      Notification
         Notwithstanding any other provision of this Contract, Contractor shall
         advise Purchaser immediately by telephone and confirm in writing any
         event, circumstance or development which materially threatens the
         quality of, or the delivery schedule for, any Satellite or component
         part thereof, as well as any other Deliverable Items to be provided
         hereunder.


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         ARTICLE 9 - SATELLITE PRE-SHIPMENT REVIEW (SPSR)


9.1      Purchaser to Review
         Purchaser shall conduct a review of each Satellite prior to shipment by
         Contractor to the Launch Site in accordance with the terms of this
         Article 9 and the Statement of Work (each a "Satellite Pre-Shipment
         Review" or "SPSR").

9.2      Time, Place and Notice of SPSR; Failure to Conduct
         Each SPSR shall take place at Contractor's facility. Contractor shall
         notify Purchaser in writing [CONFIDENTIAL INFORMATION REDACTED] days
         prior to the date that each Satellite shall be available for SPSR,
         which shall be the scheduled date for commencement of such SPSR. If
         Purchaser cannot commence such SPSR on such scheduled date, Contractor
         shall make reasonable efforts to accommodate Purchaser's scheduling
         requirements.

9.3      Conduct and Purpose of SPSR
         Each SPSR shall be conducted in accordance with the pertinent Sections
         of the Statement of Work. The purpose of each SPSR shall be to review
         test data and analyses for the subject Satellite to determine whether
         such Satellite meets applicable Performance Specification requirements
         and is therefore ready for shipment to the Launch Site.

9.4      Waivers or Pending Waivers
         At the earliest possible time, but [CONFIDENTIAL INFORMATION
         REDACTED] days before the commencement of the SPSR for the Satellite or
         the Acceptance inspection for any Deliverable Item pursuant to Article
         11, Contractor shall submit to Purchaser any request for a waiver of,
         or deviation from, provisions(s) of the Performance Specification
         applicable to the Satellite or Deliverable Item. Each such waiver or
         deviation approved by Purchaser shall be



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         deemed an amendment to the Performance Specification permitting such
         waiver thereof, or deviation therefrom, effective on or after the date
         of such approval for the Satellite or Deliverable Item. Purchaser
         shall, in keeping with customary industry practice, consider each
         waiver or deviation request in good faith and shall not unreasonably
         withhold or delay its consent to any such request.

9.5      Purchaser's Inspection Agents
         Purchaser may, subject to prior written notice to Contractor, cause any
         representative, consultant or agent designated by Purchaser to observe
         the SPSR pursuant to this Article 9; provided, however, that the
         provisions of Article 7 and Article 8.5 shall apply to any such
         representative, consultant or agent.

9.6      SPSR Results
         Within a reasonable time after completion of the SPSR for the
         Satellite, Purchaser shall notify Contractor in writing of the results
         of the SPSR pursuant to this Article 9 with respect to the Satellite.
         Provided Purchaser is in compliance with its contractual obligations
         hereunder, such Satellite shall be prepared and shipped to the Launch
         Site for Launch upon successful completion of the SPSR. In the event
         that such SPSR discloses any non-conformance of the Satellite to the
         requirements of the Performance Specification not the subject of any
         waivers or deviations approved by Purchaser pursuant to Article 9.4,
         Purchaser's notice shall state each such non-conformance (with
         reference to the applicable requirement of the Performance
         Specification deemed not met), and Contractor shall correct or repair
         each such non-conformance and resubmit such Satellite for SPSR in
         accordance with this Article 9 as to each corrected or repaired
         element.



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9.7      Inspection of Equipment and Facilities
         Contractor shall make available to Purchaser such equipment and
         facilities as Purchaser may require to conduct any preshipment
         inspections. All costs and expenses incurred by Purchaser and its
         agents to dispatch its personnel for pre-shipment inspections,
         including travel and living expenses, shall be borne solely by
         Purchaser.

9.8      Correction of Deficiencies after SPSR
         If at any time following the SPSR for a Satellite, but prior to Launch,
         Contractor becomes aware that such Satellite fails to meet the
         Performance Specification, as may be modified as of such time pursuant
         to Article 9.4, Contractor shall promptly correct such deficiencies at
         its own cost and expense.

9.9      Warranty Obligations

         In no event shall Contractor be released from any of its warranty
         obligations as set forth in Article 15 hereof as a result of any
         Satellite having successfully passed the pre-shipment inspection set
         forth in this Article 9.

9.10     Repaired or Replaced Satellites

         The provisions of this Article 9 shall apply to corrected, repaired or
         replaced Satellites.


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                        ARTICLE 10 - SATELLITE ACCEPTANCE


10.1     Satellite Acceptance
         Acceptance of a Satellite by Purchaser shall occur [CONFIDENTIAL
         INFORMATION REDACTED].

10.2     In-Orbit Test (IOT) Services
         [CONFIDENTIAL INFORMATION REDACTED] days prior to Launch of a
         Satellite, Contractor shall notify Purchaser of the IOT schedule.
         Purchaser may observe IOT at Purchaser's or Contractor's location, at
         Purchaser's election, subject to applicable U.S. Government or
         Contractor security or export restrictions.

         When, in the reasonable assessment of Contractor, the IOT review has
         been completed for a Satellite, Contractor shall submit the IOT results
         to Purchaser.

         Within [CONFIDENTIAL INFORMATION REDACTED] hours after Contractor
         provides the certified IOT results to Purchaser with respect to a
         Satellite, Contractor and Purchaser shall hold a Satellite review as
         defined in the SOW.

         Contractor may elect to conduct from Contractor's facilities the IOT
         eclipse test set forth in the Program Test Plan with respect to a
         Satellite during the first eclipse season after IOT is otherwise
         completed. The results of the later IOT eclipse test will be provided
         to Purchaser for Satellite performance characterization and insurance
         purposes only.

         10.3     [CONFIDENTIAL INFORMATION REDACTED]



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            ARTICLE 11 - ACCEPTANCE INSPECTION FOR DELIVERABLE ITEMS
                             OTHER THAN SATELLITES

11.1     Inspection of Deliverable Items of Hardware Other Than Satellites
         With respect to each Deliverable Item of hardware other than
         Satellites, Purchaser shall perform Acceptance inspection [CONFIDENTIAL
         INFORMATION REDACTED] days after Contractor has notified Purchaser that
         such Deliverable Item has arrived at the location designated for
         delivery thereof in Article 3.1. Such Acceptance inspection shall be
         conducted in accordance with the procedures described in the Statement
         of Work. The purpose of the Acceptance inspection shall be to determine
         whether each such Deliverable Item meets applicable Performance
         Specification requirements as of the date of such delivery, as such
         requirements may have been modified pursuant to Article 11.3.

11.2     Purchaser's Inspection Agents
         Purchaser may, upon giving prior written notice to Contractor, cause
         any representative, consultant or agent designated by Purchaser to
         conduct the Acceptance inspection pursuant to this Article 11 in whole
         or in part; provided, however, that the provisions of Article 7 and
         Article 8.5 shall apply to any such representative, consultant or agent
         and representative, consultant or such agent shall comply with
         Contractor's safety and security regulations.

11.3     Pending Waivers
         Waivers of or deviations from the Performance Specification applicable
         to any Deliverable Item subject to Acceptance inspection pursuant to
         this Article 11 shall be addressed in the same manner as set forth in
         Article 9.4.


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11.4     Acceptance Inspection Results
         Within a reasonable time after completion of Acceptance inspection
         pursuant to this Article 11 for any Deliverable Item, Purchaser shall
         notify Contractor in writing of the results of such Acceptance
         inspection. In the event that such Acceptance inspection demonstrates
         conformity of such Deliverable Item to the applicable requirements of
         the Performance Specification, such Deliverable Item shall be deemed
         accepted by the Purchaser for all purposes hereunder ("Acceptance" with
         respect to each such Deliverable Item other than a Satellite), and
         Purchaser's notice shall so state. In the event that such Acceptance
         inspection discloses any non-conformance of such Deliverable Item to
         the applicable requirements of the Performance Specification,
         Purchaser's notice shall detail each such non-conformance (with
         reference to the applicable requirement of the Performance
         Specification deemed not met), and Contractor shall correct or repair
         such non-conformance and resubmit such Deliverable Item for Acceptance
         inspection in accordance with this Article 11 as to each such corrected
         or repaired element.

11.5     Acceptance Inspection; Equipment and Facilities
         Contractor shall make available to Purchaser such equipment and
         facilities as Purchaser may require to conduct any preshipment
         inspections. All costs and expenses incurred by Purchaser or its agents
         to dispatch its personnel for acceptance inspections, including travel
         and living expenses, shall be borne solely by Purchaser.

11.6     Warranty Obligations
         In no event shall Contractor be released from any of its warranty
         obligations applicable to any Deliverable Item as a result of such
         Deliverable Item having been Accepted as set forth in this Article 11.


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11.7     Repair or Replace Deliverable Items.

         The provisions of this Article 11 shall apply to corrected, repaired or
         replaced Deliverable Items other than Satellites.

11.8     Deliverable Data
         Purchaser shall, within [CONFIDENTIAL INFORMATION REDACTED] days of
         delivery by Contractor to the location designated in Article 3.1 of
         Deliverable Data requiring Purchaser approval pursuant to the Statement
         of Work, notify Contractor in writing that such Deliverable Data has
         been accepted in accordance with the Statement of Work ("Acceptance"
         with respect to each such item of Deliverable Data), or advise
         Contractor in writing that such Deliverable Data does not comply with
         the applicable requirements of the Statement of Work, identifying each
         particular of such non-compliance. Contractor shall promptly correct
         any non-compliant aspect of such Deliverable Data described in such
         Notice from Purchaser, and re-submit it to Purchaser for inspection
         pursuant to this Article 11.7.


                  ARTICLE 12 - DELIVERY, TITLE AND RISK OF LOSS

12.1     Satellites
         Delivery of the Satellite shall occur upon arrival of the Satellite at
         the Launch Site, and risk of loss of, and title to, the Satellite shall
         pass from Contractor to Purchaser, upon Acceptance of such Satellite
         pursuant to Article 10.1. In the event that Contractor binds insurance
         coverage under Article 39, then notwithstanding the foregoing sentence,
         risk of loss or damage to the Satellite shall remain with Contractor
         for the duration of the in-orbit phase of such insurance coverage and
         shall pass to Buyer upon the expiration thereof.


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         EXCEPT WITH RESPECT TO WILLFUL MISCONDUCT OR GROSS NEGLIGENCE BY
         CONTRACTOR, UPON AND AFTER LAUNCH OF THE LAUNCH VEHICLE FOR A
         SATELLITE, CONTRACTOR'S SOLE FINANCIAL RISK, AND THE SOLE AND EXCLUSIVE
         REMEDIES OF PURCHASER OR ANY PARTY ASSOCIATED WITH PURCHASER, WITH
         RESPECT TO THE USE OR PERFORMANCE OF SUCH SATELLITE (INCLUDING WITH
         RESPECT TO ANY ACTUAL OR CLAIMED DEFECT CAUSED OR ALLEGED TO BE CAUSED
         AT ANY TIME BY CONTRACTOR OR ANY OF ITS SUBCONTRACTORS), SHALL BE AS
         SET FORTH IN ARTICLES 4.1, [CONFIDENTIAL INFORMATION REDACTED], 15, 19,
         20 and 39. IN ALL CASES CONTRACTOR'S LIABILITY SHALL BE SUBJECT TO THE
         LIMITATION OF LIABILITY SET FORTH IN ARTICLE 34. WITHOUT PREJUDICE TO
         PURCHASER'S RIGHTS UNDER ARTICLE [CONFIDENTIAL INFORMATION REDACTED]
         AND 39, CONTRACTOR MAKES NO WARRANTY AS TO THE PERFORMANCE OF ANY
         LAUNCH VEHICLE.

12.2     Deliverable Items Other Than Satellites
         Delivery and risk of loss of, and title to, each Deliverable Item of
         hardware other than Satellites shall pass from Contractor to Purchaser
         upon Acceptance of such Deliverable Item pursuant to Article 11.4.
         Purchaser's rights in Deliverable Data are as set forth in Article 36.



                                  ARTICLE 13 -

[CONFIDENTIAL INFORMATION REDACTED]

                       ARTICLE 14 - INTENTIONALLY DELETED


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                              ARTICLE 15 - WARRANTY

15.1     Terms and Period of Warranty

         15.1.1   Satellites. Contractor warrants that each Satellite Delivered
                  under this Contract shall be free from any defects in design,
                  material or workmanship and shall be manufactured and perform
                  in conformity with the Performance Specification (as may be
                  waived pursuant to Article 9.4) applicable to the Satellite in
                  every respect. Prior to Launch, Contractor shall, at its sole
                  cost and expense, correct any defects in design, material and
                  workmanship in compliance with Article 9. After Launch,
                  Contractor's sole obligation and liability with respect to
                  fulfillment of this warranty is to comply with Articles 4.1,
                  [CONFIDENTIAL INFORMATION REDACTED], 15.2.1 and 39. Contractor
                  makes no warranty regarding the performance of the Satellite
                  from and after the Launch of the Satellite. Nothing in this
                  Article 15.1.1 shall be construed to limit or otherwise affect
                  Contractor's obligations under Articles 19 and 20.

         15.1.2   Deliverable Items of Hardware Other Than Satellites.
                  Contractor warrants that each Deliverable Item of hardware
                  other than the Satellite delivered under this Contract shall
                  be manufactured and will perform in conformity with the
                  Performance Specification (as may be waived pursuant to
                  Article 11.3) applicable to such Deliverable Item in every
                  respect and will be free from defects in design, materials and
                  workmanship during the period commencing on the date of
                  Acceptance of such Deliverable Item pursuant to Article 11
                  and [CONFIDENTIAL INFORMATION REDACTED].


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         15.1.3   Disclaimer. EXCEPT AND TO THE EXTENT PROVIDED IN ARTICLE 15.1
                  AND ARTICLE 15.4, CONTRACTOR HAS NOT MADE NOR DOES IT HEREBY
                  MAKE ANY REPRESENTATION OR WARRANTY, WHETHER WRITTEN OR ORAL,
                  EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY
                  OF DESIGN, OPERATION, CONDITION, QUALITY, SUITABILITY OR
                  MERCHANTABILITY OR FITNESS FOR USE OR FOR A PARTICULAR
                  PURPOSE, ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT
                  DISCOVERABLE, WITH REGARD TO ANY SATELLITE OR ANY OTHER
                  DELIVERABLE ITEM.

15.2     Repair or Replacement

         15.2.1   Satellite Anomalies.

                  Contractor shall investigate any Satellite Anomaly in any
                  Satellite arising during the life of the Satellite, and use
                  reasonable best efforts to correct any such Satellite Anomaly
                  that is correctable by Contractor from Purchaser's SCF using
                  the facilities and equipment available at such site.

                  WITHOUT PREJUDICE TO PURCHASER'S RIGHTS UNDER ARTICLES 19 AND
                  20, CONTRACTOR SHALL HAVE NO LIABILITY TO PURCHASER OR TO
                  THIRD PARTIES ARISING FROM ANY ADVICE OR ASSISTANCE THAT
                  CONTRACTOR OR ANY SUBCONTRACTOR OR AGENT OF CONTRACTOR MAY
                  PROVIDE IN RESPECT OF A SATELLITE AFTER LAUNCH, REGARDLESS OF
                  CAUSE OR LEGAL THEORY, INCLUDING NEGLIGENCE, EXCEPT WITH
                  RESPECT TO: (1) WILLFUL MISCONDUCT OR GROSS NEGLIGENCE BY
                  CONTRACTOR, AND (2)


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                  PURCHASER'S RIGHTS AND CONTRACTOR'S DUTIES AND OBLIGATIONS
                  UNDER ARTICLES 4.1, [CONFIDENTIAL INFORMATION REDACTED],
                  15.2.1 AND 39. IN ALL CASES CONTRACTOR'S LIABILITY SHALL BE
                  SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN ARTICLE
                  34.

         15.2.2   Deliverable Items of Hardware Other Than Satellites.
                  Without prejudice to Purchaser's rights and Contractor's
                  duties and obligations under Articles 4.1, 19 and 20, during
                  the period specified in Article 15.1.2 for any Deliverable
                  Item of hardware other than a Satellite, as Purchaser's sole
                  and exclusive remedy, any defect in such Deliverable Item
                  discovered by Purchaser shall be remedied by Contractor at
                  Contractor's expense by repair or replacement of the defective
                  component (at Contractor's election). For any such Deliverable
                  Item, Contractor shall determine if repair or replacement is
                  required to be performed at Contractor's plant. If required,
                  Purchaser shall ship to Contractor's designated facility any
                  such Deliverable Item. Contractor shall be responsible for the
                  cost of shipment to such facility in accordance with its
                  standard commercial practice (including any taxes and/or
                  duties) of any such Deliverable Item, and the cost of return
                  shipment, in accordance with its standard commercial practice,
                  of any such Deliverable Item once repaired or replaced to
                  Purchaser at the location designated therefor in Article 3.1.
                  Risk of loss for such Deliverable Item shall transfer to
                  Contractor upon delivery of such Deliverable Item to the
                  shipping carrier by Purchaser, and risk of loss shall transfer
                  to Purchaser for any such Deliverable Item once repaired or
                  replaced pursuant to this Article 15.2.2 upon receipt thereof
                  by Purchaser at the


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                  location designated therefor in Article 3.1. When necessary,
                  Contractor shall provide free of charge temporary equipment to
                  be used while a repair is being performed.

15.3     Use Conditions Not Covered by Warranty
         With respect to Deliverable Items of hardware other than Satellites,
         the warranty under this Article 15 shall not apply if adjustment,
         repair, or parts replacement is required as a result, directly or
         indirectly, of accident, unusual physical or electrical stress beyond
         the unit's designed tolerances, negligence, misuse, failure of
         environmental control prescribed in operations and maintenance manuals,
         repair or alterations by any party other than Contractor or its agents,
         or by causes other than normal and ordinary use. The warranty provided
         pursuant to this Article 15 is conditioned upon Contractor being given
         access, if required, to Deliverable Items delivered at Purchaser's
         facility in order to effect any repair or replacement thereof. If the
         defect repaired or remedied by Contractor is not covered by the
         warranty provided pursuant to this Article 15, Purchaser shall pay
         Contractor the reasonable cost of such repair or replacement,
         transportation charges, and [CONFIDENTIAL INFORMATION REDACTED] profit.
         Such repair costs shall be invoiced to Purchaser pursuant to the
         provisions of Article 5.

15.4     Warranty for Training and Services
         Contractor warrants that the training and other services it provides to
         Purchaser pursuant to this Contract will conform to reasonable industry
         standards at the time such training or other services are provided. In
         the event Contractor breaches this warranty, as Purchaser's sole
         remedy, Contractor shall apply reasonable efforts to correct the
         deficiencies in the provision of such training and other services where
         it is practicable to do so.


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                              ARTICLE 16 - CHANGES

16.1     Right to Adjustment


         Purchaser may from time to time, in writing, request a change within
         the general scope of this Contract to:


                  a) Order work in addition to the work provided for herein; or


                  b) Modify the whole or any part of the work provided for
                     herein.


         If such change request causes an increase or decrease in the cost, or
         the time required for completion, of the work to be provided herein, or
         otherwise affects any other provision of this Contract, an equitable
         adjustment shall be made in the price, or delivery schedule, or both,
         and this Contract shall be modified in writing accordingly. Any claim
         by Contractor for adjustment under this Article 16 shall be deemed
         waived unless asserted in writing within [CONFIDENTIAL INFORMATION
         REDACTED] days from the receipt by Contractor of the relevant change
         order. If the cost of supplies or materials made obsolete or excess as
         a result of a change is included in Contractor's claim for adjustment,
         Purchaser shall have the right to prescribe the manner of disposition
         of such supplies or materials. Nothing in this Article 16 shall excuse
         Contractor from promptly proceeding with the Contract as changed.

16.2     Cost Adjustments

         If Contractor or Purchaser claims a right to adjustment pursuant to
         Article 16.1 above, Contractor shall prepare and furnish to Purchaser
         the evidence reasonably necessary to establish the amount of any
         increase or decrease in the cost of, or the time required for, the
         performance of this Contract caused by the relevant change order.


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         Subject to Article 16.3 below, the amount of any such cost increase or
         decrease will be calculated in accordance with Contractor's regularly
         established accounting practices and include [CONFIDENTIAL INFORMATION
         REDACTED]. If requested by Purchaser, the amount of a particular claim
         shall be verified, at Contractor's and Purchaser's expense to be shared
         equally, by the independent certified public accounting firm normally
         used by Contractor.

16.3     Equitable Adjustment

         The Parties shall attempt to reach agreement as to any equitable
         adjustment that is appropriate pursuant to Article 16.1 above. Without
         relieving Contractor of the obligation to proceed promptly with the
         Contract as changed, in the event that the Parties are unable to reach
         agreement as to an equitable adjustment within a reasonable period of
         time, the matter shall be determined in accordance with Article 25.
         During the pendency of such proceedings, Contractor shall proceed with
         the work required under this Contract as changed and Purchaser shall
         pay Contractor all amounts not in dispute.


                           ARTICLE 17 - FORCE MAJEURE


17.1     Contractor and Purchaser shall not be responsible for late Delivery,
         delay of the final completion date or nonperformance of its contractual
         obligations due to Force Majeure. Force Majeure shall be any event
         beyond the reasonable control of a Party or its suppliers and
         subcontractors and shall include, but not be limited to: (1) acts of
         God; (2) acts of a public enemy; (3) acts of a government in its
         sovereign capacity (including any action or inaction affecting the
         import or export of items); (4) war and warlike events; (5)
         catastrophic weather


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         conditions such as hurricanes, tornadoes and typhoons; (6) fire,
         earthquakes, floods, epidemics, quarantine restrictions, strikes,
         lockouts and other industrial disputes, sabotage, riot and embargoes;
         (7) non-availability of a Launch Vehicle or Launch Site for any reason
         beyond a Party's reasonable control; and (8) other unforeseen and
         extraordinary events, which in every case are beyond the reasonable
         control and without fault or negligence of a Party or its suppliers and
         subcontractors ("Force Majeure"). Upon the occurrence of Force Majeure,
         an equitable adjustment shall be negotiated in the schedule and other
         portions of this Contract affected by Force Majeure. The Party affected
         by a Force Majeure event shall provide reasonable notice to the other
         Party of a Force Majeure event. In the event that a Force Majeure event
         (other than the non-availability of a Launch Vehicle or Launch Site)
         occurs that extends for [CONFIDENTIAL INFORMATION REDACTED] or more
         days or that the Parties reasonably believe will extend for
         [CONFIDENTIAL INFORMATION REDACTED] or more days, either Party shall
         have the right to terminate this Contract upon delivery of written
         notice to the other Party. In the event of a termination pursuant to
         the immediately preceding sentence, Contractor shall refund all
         payments made by Purchaser for Deliverable Items not previously
         Accepted by Purchaser, except with respect to items referred to in
         Article 17.2, and Purchaser shall have no further obligation to make
         any further payments of the Firm Fixed Price to Contractor hereunder.
         Such refund shall be made no later than [CONFIDENTIAL INFORMATION
         REDACTED] days after Contractor's receipt of Purchaser's written notice
         requesting such refund.

17.2     In the event of termination pursuant to Article 17.1, upon Purchaser's
         request, Contractor shall deliver to Purchaser all partially completed
         items or services and work-in-process.


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         In the event of termination pursuant to Article 17.1, Contractor shall
         not be required to refund any amounts, and Purchaser shall remain
         liable for payment of all amounts, with respect to Deliverable Items
         for which Acceptance has occurred pursuant to the terms of Article 10
         or Article 11, or that are retained by Purchaser whether or not
         completed, as follows: (i) at the price set forth in this Contract for
         such items for which an itemized price is set forth herein and (ii) at
         the reasonable out-of-pocket cost incurred by Contractor for (a) such
         items for which no itemized price is set forth herein and (b) partially
         completed items or services and work-in-progress.

                      ARTICLE 18 - PURCHASER DELAY OF WORK

Except in the case of a Force Majeure event, if the performance of all or any
part of the work required of Contractor under this Contract is delayed or
interrupted by Purchaser's failure to perform its contractual obligations within
the time specified in this Contract or within a reasonable time if no time is
specified, or an act by Purchaser that unreasonably interferes with Contractor's
performance of its obligations under this Contract, Contractor shall give
written notice to Purchaser of the failure or act causing such delay or
interruption. If Purchaser does not promptly cease such act or correct such
failure, this Contract shall be equitably adjusted in the price, performance
requirements, Delivery schedule, and any other terms of this Contract affected
by such act or failure to act of Purchaser.





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                          ARTICLE 19 - PATENT INDEMNITY


19.1     Indemnification
         Purchaser agrees that Contractor has the right to defend and, at
         Contractor's sole option to settle, and Contractor, at its own expense,
         hereby agrees to defend or, at Contractor's sole option to settle, and
         to indemnify and hold harmless Purchaser, and its Affiliates, and their
         respective officers, directors, employees, shareholders, agents and
         representatives from and against any and all claims, actions, suits or
         proceedings based on an allegation that the design or manufacture of
         any Deliverable Item or part thereof or the normal intended use, lease,
         sale or other disposition of any Deliverable Item or part thereof
         infringes any patent or other intellectual property right
         ("Intellectual Property Claim"), and shall pay any royalties and other
         liabilities adjudicated to be owing to the claimant (or, in
         Contractor's sole discretion, provided in settlement of the matter) as
         well as costs incurred in defending (including court costs and
         reasonable attorneys' fees) such Intellectual Property Claim; provided
         that Purchaser promptly notifies Contractor in writing of any such
         Intellectual Property Claim and gives Contractor the authority and all
         such assistance and information as may be requested from time to time
         by Contractor for the defense of such Intellectual Property Claim. Any
         such assistance or information which is furnished by Purchaser at the
         request of Contractor shall be at Contractor's expense.

         In any proceeding relating to an Intellectual Property Claim, any
         person or entity entitled to indemnification hereunder (an "Indemnified
         Party") shall have the right to retain its own counsel at its own
         expense. Notwithstanding the foregoing, Contractor shall pay the fees
         and expenses of counsel retained by an Indemnified Party in the event
         that: (i) Contractor and such Indemnified Party shall have mutually


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         agreed to retention of such other counsel; or (ii) the named parties to
         any proceeding (including without limitation any impleaded parties)
         include both Contractor and such Indemnified Party and representation
         of both Contractor and such Indemnified Party by the same counsel would
         be inappropriate due to actual or potential conflict of interest
         between them.

19.2     Infringing Equipment
         If the design or manufacture of any Deliverable Item or the normal
         intended use, lease, sale or other disposition of any Deliverable Item
         under this Contract is enjoined as a result of an Intellectual Property
         Claim or is otherwise prohibited, Contractor shall (i) resolve the
         matter so that the injunction or prohibition no longer pertains, (ii)
         procure for Purchaser the right to use the infringing item or (iii)
         modify the infringing item so that it becomes non-infringing while
         remaining in compliance with the Performance Specification (as may be
         waived pursuant to Article 9.4) in all respects. If Contractor is
         unable to accomplish (i), (ii) or (iii) as stated above, Purchaser
         shall have right to terminate this Contract with respect to such
         Deliverable Item, return such Deliverable Item to Contractor (in space,
         with respect to an in-orbit Satellite), and receive [CONFIDENTIAL
         INFORMATION REDACTED].

19.3     Combinations and Modifications
         Contractor shall have no liability under this Article 19 for any
         Intellectual Property Claim arising solely from (i) use of any
         Deliverable Item in combination with other items, unless Contractor
         sold them as a combination intended to be so used or (ii) modifications
         of Deliverable Items after Acceptance, unless Contractor or one of its
         subcontractors (with the knowledge and consent of Contractor) made or
         specifically recommended such modifications.


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19.4     Sole Remedies
         Except in the case of willful misconduct or Gross Negligence by
         Contractor, the remedies set forth in this Article 19 are Purchaser's
         sole and exclusive remedies for or related to any Intellectual Property
         Claim, and Contractor's liability under this Article 19 for any
         Intellectual Property Claim with respect to a Deliverable Item shall in
         no event exceed [CONFIDENTIAL INFORMATION REDACTED]. In all cases
         Contractor's liability shall be subject to the limitation of liability
         set forth in Article 34.


          ARTICLE 20 - INDEMNITY FOR BODILY INJURY AND PROPERTY DAMAGE

20.1     Contractor's Indemnification of Purchaser
         Contractor shall defend, indemnify and hold harmless Purchaser, and its
         Affiliates, and their respective directors, officers, employees,
         shareholders, agents and representatives from and against all losses,
         damages, liabilities, suits and expenses (including, but not limited
         to, reasonable attorneys' fees) (collectively "Losses") attributable to
         third party claims for bodily injury or property damage, but only if
         such Losses were caused by, or resulted from, negligent acts or
         omissions, Gross Misconduct or willful misconduct by Contractor or its
         employees, agents, consultants or representatives. For the avoidance of
         doubt, and except for Losses resulting from the Gross Negligence or
         willful misconduct of Contractor, Contractor shall have no indemnity
         obligation under this Article 20.1 for any Losses with respect to the
         operation or use of a Satellite after Launch, even if such Losses are
         attributable to an act or omission of Contractor or its employees prior
         to Launch. In all cases Contractor's liability shall be subject to the
         limitation of liability set forth in Article 34.


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20.2     Purchaser's Indemnification of Contractor
         Purchaser shall defend, indemnify and hold harmless Contractor, and its
         Affiliates, and their respective directors, officers, employees,
         shareholders, agents and representatives from and against all Losses
         attributable to third party claims for bodily injury or property
         damage, but only if such Losses were caused by, or resulted from,
         negligent acts or omissions, Gross Negligence or willful misconduct by
         Purchaser or its employees, agents, consultants or representatives.

20.3     Conditions to Indemnification
         The right to any indemnity specified in Article 20.1 or 20.2 shall be
         subject to the following conditions:
         a.       The Party seeking indemnification shall promptly advise the
                  other Party in writing of the filing of any suit or of any
                  written or oral claim for indemnification upon receipt thereof
                  and shall provide the other Party, at its request, with such
                  assistance and information available to the indemnified party
                  as is relevant to the defense of such suit or claim. Any such
                  assistance or information which is furnished by the
                  indemnified Party at the request of the indemnifying Party
                  shall be at the indemnifying Party's expense.
         b.       The Party seeking indemnification shall not make any admission
                  nor shall it reach a compromise or settlement without the
                  prior written approval of the other Party, which approval
                  shall not be unreasonably withheld or delayed.
         c.       The indemnifying Party shall assist and shall have the right
                  to assume, when not contrary to the governing rules of
                  procedure, the defense of any claim or suit in settlement
                  thereof and shall satisfy any judgments rendered by a court of
                  competent jurisdiction in such suits and shall make all
                  settlement payments.
         d.       The Party seeking indemnification may participate in any
                  defense at its own expense, using counsel reasonably
                  acceptable to the indemnifying Party, provided there is no
                  conflict of interest and that such participation would not
                  adversely affect the conduct of the proceedings.


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         e.       Notwithstanding the foregoing, the indemnifying party shall
                  pay the fees and expenses of counsel retained by an
                  indemnified party in the event that: (i) the indemnifying
                  party and such indemnified party shall have mutually agreed to
                  retention of such other counsel; or (ii) the named parties to
                  any proceeding (including without limitation any impleaded
                  parties) include both the indemnifying party and such
                  indemnified party and representation of both the indemnifying
                  party and such indemnified party by the same counsel would be
                  inappropriate due to actual or potential conflicts of interest
                  between them.

                    ARTICLE 21 - TERMINATION FOR CONVENIENCE


21.1     Reimbursement of Contractor

         Purchaser may terminate this Contract without cause, in whole or in
         part, by giving Contractor written notice [CONFIDENTIAL INFORMATION
         REDACTED] days prior to the date of such termination. In the event of
         such termination, Contractor will immediately cease work as directed in
         the termination notice and it is agreed that the termination charges
         shall be negotiated. In no event shall the termination charges pursuant
         to this Article 21.1 exceed [CONFIDENTIAL INFORMATION REDACTED]

         In no event will the aggregate of the amounts previously paid by
         Purchaser under this Contract and the amounts to be paid by Purchaser
         under this Article 21.1 [CONFIDENTIAL INFORMATION REDACTED].


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21.2     Partial Termination
         If the termination by Purchaser is partial, the price for the
         non-terminated portion of this Contract shall be increased by
         [CONFIDENTIAL INFORMATION REDACTED] equal to [CONFIDENTIAL INFORMATION
         REDACTED]; however, in no event will the aggregate of the amounts
         previously paid by Purchaser under this Contract and the amounts to be
         paid by Purchaser for the non-terminated portion of this Contract, as
         increased under this Article 21.2, [CONFIDENTIAL INFORMATION REDACTED].

21.3     Title Transfer
         In the event of a termination pursuant to this Article 21, a
         termination settlement meeting shall be held at a mutually agreed time
         and place no later than [CONFIDENTIAL INFORMATION REDACTED] days after
         submission of a claim by Contractor pursuant to Article 21.1. At or
         prior to the date of such termination settlement meeting, Contractor
         shall provide Purchaser with such documentation of the costs set forth
         in Articles 21.1 and 21.2 as Purchaser may reasonably request. Upon
         mutual agreement of the termination settlement, Contractor may submit
         an invoice to Purchaser for payment in accordance with the terms of
         Article 5.2. Upon mutual agreement of the termination settlement,
         subject to applicable U.S. Government export laws, Contractor shall, at
         Contractor's or subcontractor's plant, transfer title and risk of loss
         to Purchaser of all Deliverable Items referred to in Article 21.1(a),
         and all other partially completed or incomplete Deliverable Items for
         which Contractor is entitled to payment under this Article 21 at the
         time of the termination settlement. Purchaser may direct Contractor to
         undertake to reallocate to other uses, and/or to otherwise assist
         Purchaser in disposing/selling, items subject to termination under this
         Article 21 for the purpose of receiving a price refund or offset
         against Contractor's termination claim. Upon receipt of such direction,
         Contractor shall, on a reasonable efforts basis, attempt to reallocate,
         and/or to otherwise assist Purchaser in disposing/selling, the items
         and provide a refund (in cases where the


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         amounts generated are greater than Contractor's termination claim) to
         Purchaser or an offset (in cases where the amounts generated are less
         than or equal to Contractor's termination claim) against Contractor's
         termination claim, less any reasonable selling expenses.

21.4     Minimize Termination Costs

         In the event of termination pursuant to this Article 21, Contractor
         shall take all actions necessary to reduce the termination costs due
         from Purchaser, including but not limited to, the immediate
         discontinuance of the terminated work under this Contract and the
         placing of no further orders for labor, materials or services required
         under the terminated portion of the Contract. Contractor agrees to take
         such action as may be necessary or as Purchaser may direct for
         protection of property in Contractor's possession in which Purchaser
         may have acquired an interest.

21.5     Continued Efforts

         Contractor shall continue performance of the portion of this Contract
         not terminated. Purchaser shall have no obligations to Contractor with
         respect to the terminated portion of this Contract except as set forth
         in this Article 21.

21.6     Settlements

         Contractor agrees to advise Purchaser in writing of all proposed
         settlements with vendors in excess of [CONFIDENTIAL INFORMATION
         REDACTED] in the event of termination under this Article 21, and
         Contractor further agrees not to enter into any binding settlements
         until Purchaser has approved the proposed settlement or [CONFIDENTIAL
         INFORMATION REDACTED] days have elapsed from the date Purchaser was
         first notified of such proposed settlement.


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21.7     Measurement of Costs

         Costs shall be determined in accordance with generally accepted
         accounting principals and verified by an independent certified
         accounting firm of national reputation mutually acceptable to Purchaser
         and Contractor with costs therefor shared equally by both Parties.

                ARTICLE 22 - [CONFIDENTIAL INFORMATION REDACTED]

                ARTICLE 22A - [CONFIDENTIAL INFORMATION REDACTED]

                              ARTICLE 23 - DEFAULT

23.1     Failure to Perform by Contractor
         Subject to Article 23.4 below, if (i) Contractor fails to Deliver a
         Satellite within the time specified for Delivery thereof plus the
         maximum number of days for late delivery liquidated damages specified
         in Article [CONFIDENTIAL INFORMATION REDACTED] ; (ii) Acceptance of any
         other Deliverable Item does not occur within the time specified for
         delivery thereof in this Contract (or, in either case, such longer time
         as may be agreed to in writing by Purchaser), or (iii) Contractor fails
         to prosecute the work hereunder or to perform any other material
         provision of this Contract, thereby endangering performance of this
         Contract within the time period set forth in Subsection (i) above, and
         in each case Contractor does not cure such failure within [CONFIDENTIAL
         INFORMATION REDACTED] days (or such longer period as may be agreed to
         in writing by Purchaser) after receipt from Purchaser of written notice
         of such failure, Purchaser may terminate this Contract in whole or in
         part by written notice to Contractor.


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23.2     Termination Liability
         In the event of a termination for default pursuant to Article 23.1,
         Contractor shall [CONFIDENTIAL INFORMATION REDACTED]. In all cases
         Contractor's liability shall be subject to the limitation of liability
         set forth in Article 34.

23.3     Partially Completed Items and Work In Process; Contractor's
         Reimbursement for Terminated Work
         In the event of termination pursuant to Article 23.1, upon Purchaser's
         request, Contractor shall deliver to Purchaser all partially completed
         items or services and work-in-process.

         In the event of termination pursuant to Article 23.1, Contractor shall
         not be required to refund any amounts, and Purchaser shall remain
         liable for payment of all amounts, with respect to Deliverable Items
         for which Acceptance has occurred pursuant to the terms of Article 10
         or Article 11, or that are retained by Purchaser whether or not
         completed, as follows: (i) at the price set forth in this Contract for
         such items for which an itemized price is set forth herein and (ii)
         [CONFIDENTIAL INFORMATION REDACTED] for (a) such items for which no
         itemized price is set forth herein and (b) partially completed items or
         services and work-in-progress.

23.4     Invalid Default Termination
         If, after termination pursuant to Article 23.1, it is finally
         determined by arbitration, legal proceeding or mutual agreement that
         Contractor was not in default, or that the default was excusable, the
         rights and obligations of the Parties shall be the same as if the
         termination had occurred under Article 21; except that, Contractor
         shall also be entitled to recover [CONFIDENTIAL INFORMATION REDACTED].


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23.5     Contractor Termination
         Contractor may terminate this Contract upon Purchaser's failure to
         comply with any material provision of this Contract by giving written
         notice to Purchaser of its intention to so terminate. Such notice shall
         set forth the provision or provisions with which Purchaser has failed
         to comply and a reasonably detailed description of such failure. Such
         termination shall become effective upon Purchaser's failure to correct
         such nonperformance within [CONFIDENTIAL INFORMATION REDACTED] days (or
         such longer period as may be agreed to in writing by Contractor) after
         receipt of such notice from Contractor.

         In the event of termination pursuant to this Article 23.5, Contractor
         shall be paid as if the termination were for convenience pursuant to
         Article 21. Further, and without limiting Contractor's other rights or
         remedies, Contractor may immediately take over all or part of the
         Deliverable Items and Contract work-in-process and use them in any
         manner Contractor may elect. In such case, the fair market value of any
         Deliverable Items or Contract work-in-progress retained by Contractor
         shall be off-set against Purchaser's termination liability. If, after
         termination pursuant to this Article 23.5, it is finally determined by
         arbitration pursuant to Article 25 that Purchaser did not fail in the
         performance of its obligations under this Contract, Contractor shall be
         liable to Purchaser for its reasonable direct damages resulting from
         such termination of this Contract (in no event exceeding amounts
         payable to Purchaser pursuant to Articles 23.2 and 23.3, except in the
         case of Gross Negligence or willful misconduct, and in all cases
         subject to the limitation of liability set forth in Article 34).


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                       ARTICLE 24 - INTENTIONALLY DELETED

                            ARTICLE 25 - ARBITRATION

25.1     Arbitration
         Any dispute (except as set forth in Article 25.2) arising between the
         Parties with respect to the performance of obligations under, or
         interpretation of, this Contract that cannot be settled by negotiation
         between the Parties within [CONFIDENTIAL INFORMATION REDACTED] days of
         written notice from one Party to the other stating such first Party's
         intent to resort to arbitration ("Notice of Arbitration"), shall be
         determined by submission to binding arbitration in accordance with the
         provisions of the "Uniform Arbitration Act of 1975", part 2 of article
         22 of title 13, Colorado Revised Statutes, as amended from time to
         time, and not by a lawsuit or resort to court process except as
         Colorado law provides for judicial review of arbitration proceedings.
         Any such arbitration shall be conducted in the City and County of
         Denver, Colorado by a panel of three arbitrators who shall be selected
         within [CONFIDENTIAL INFORMATION REDACTED] days of such Notice of
         Arbitration, as follows: (i) one arbitrator shall selected by each
         Party; and (ii) the third arbitrator shall be selected by the
         arbitrators chosen by the Parties. In resolving any dispute, the
         arbitrators shall apply the substantive laws of the State of New York
         (without regard to its conflict of law rules), but shall apply the
         Colorado Rules of Civil Procedure and the Colorado Rules of Evidence,
         and shall take into account usages, customs and practices in the
         performance of contracts for the purchase and sale of commercial
         communications satellites. Proceedings and documents provided and
         generated in connection with any arbitration hereunder shall be in the
         English language. Each Party shall bear its own costs and expenses
         (including the costs and expenses of the arbitrator it selected) and
         one-half of the costs and expenses of the third arbitrator, unless
         otherwise determined in the arbitral award. The Parties agree that, in
         no event, shall the arbitrators' decision include a recovery under any


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         theory of liability, or award in any amount, not expressly allowed
         under this Contract. In furtherance and without limitation of the
         foregoing, any award made by the arbitrators shall be within the
         limitations set forth in Article 34.

25.2     Gross Negligence or Willful Misconduct
         If a dispute arises as to whether or not a Party has committed or acted
         with Gross Negligence or willful misconduct, that issue alone shall be
         resolved by a federal or state court in New York without a jury, and
         the court shall resolve such issue by applying the laws of the State of
         New York without regard to its conflict of law rules. THE PARTIES
         EXPRESSLY WAIVE THEIR RIGHT TO A JURY IN CONNECTION WITH SUCH DISPUTE.

            ARTICLE 26 - INTER-PARTY WAIVER OF LIABILITY FOR A LAUNCH


26.1     Launch Services Agreement Inter-Party Waiver of Liability
         The Parties hereby agree to be bound by the no-fault, no-subrogation
         inter-party waiver of liability and related indemnity provisions
         provided in the Launch Services Agreement with respect to the Launch of
         the Satellite and to use reasonable commercial efforts to cause their
         respective contractors and subcontractors at any tier (including
         suppliers of any kind) that are involved in the performance of this
         Contract and any other person having an interest in the Satellite or
         any Transponder thereon (including customers of Purchaser), as required
         by the Launch Services Agreement and as specified by Buyer, to accede
         to such waiver. The Parties shall execute and deliver any instrument
         that may be required by the Launch Agency to evidence their agreement
         to be bound by such waiver. Purchaser and Contractor also shall use
         reasonable commercial efforts to obtain, from their insurers, and shall
         use reasonable commercial efforts to


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         cause their respective contractors and subcontractors at any tier
         (including suppliers of any kind) that are involved in the performance
         of this Contract and any other person having an interest in any
         Satellite or any Transponder thereon (including customers of Purchaser)
         to obtain from their insurers, as required by the Launches Services
         Agreement and as specified by Buyer, an express waiver of such
         insurers' rights of subrogation, subject to terms and conditions as are
         then customarily available regarding such waivers, with respect to any
         and all claims that have been waived pursuant to this Article 26.

26.2     Indemnity Related to the Inter-Party Waiver of Liability
         Each Party shall indemnify against and hold the other Party harmless
         from any claim against the other Party, its contractors and
         subcontractors at any tier (including suppliers of any kind) that are
         involved in the performance of this Contract, made by the Launch Agency
         or any of its contractors and subcontractors (including suppliers of
         any kind) that are involved in the performance of the Launch Services
         Agreement, resulting from the failure of the first Party to waive any
         liability against, or to use reasonable commercial efforts to cause any
         other person such Party is obligated to use reasonable commercial
         efforts to cause to waive any liability against, the Launch Agency or
         its contractors and subcontractors at any tier (including suppliers of
         any kind).

26.3     Survival of Obligations
         The indemnification and hold harmless obligations provided in this
         Article 26 shall survive and remain in full force and effect,
         notwithstanding the expiration or termination of this Contract.

26.4 [CONFIDENTIAL INFORMATION REDACTED]



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ARTICLE 27 - CORRECTIVE MEASURES


27.1     Unlaunched Satellites

         If the performance data from any launched satellite manufactured by
         Contractor shows that such launched satellite will not or may not meet
         the performance specifications for such launched satellite at any time
         during its mission, then Contractor shall, at its sole cost and
         expense, if applicable, take appropriate corrective measures in the
         Satellite before it is Launched so as to eliminate therefrom the
         deficiencies noted in the launched satellite.

                              ARTICLE 28 - RESERVED

                                      ARTICLE 29 -

         [CONFIDENTIAL INFORMATION REDACTED]

                        ARTICLE 30 - MOST FAVORED NATION

30.      If a total loss or destruction occurs with respect to a Satellite at
         any time during the period of [CONFIDENTIAL INFORMATION REDACTED] after
         Launch and Purchaser desires to obtain a new DBS satellite from
         Contractor, Contractor hereby guarantees that the price of such new
         satellite, [CONFIDENTIAL INFORMATION REDACTED].

                              ARTICLE 31 - RESERVED

                              ARTICLE 32 - RESERVED


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                           ARTICLE 33 - GROUND STORAGE



33.1     Notification
         Purchaser may direct Contractor to store the Satellite after completion
         of SPSR.

33.2     Storage Location
         Ground Storage shall be performed at a Contractor controlled facility
         and shall be conducted in accordance with the satellite storage plan
         section(s) of the Statement of Work.

33.3     Storage Prices
         There shall be no charge for storage and reverification work if the
         Contractor's failure to perform is the reason the Satellite is stored,
         or if the Satellite is stored for less than six months.

         The firm fixed price for Ground Storage of the Satellite in all other
         circumstances shall be [CONFIDENTIAL INFORMATION REDACTED] per month
         storage cost while the Satellite is in Ground Storage. In addition,
         Purchaser shall also pay directly or reimburse Contractor for
         [CONFIDENTIAL INFORMATION REDACTED].

33.4     Payments
         Payments shall be made on the thirtieth day of each month for the prior
         month's storage, provided an invoice is received at least thirty days
         prior to the payment date.

33.5     Title and Risk of Loss
         Title and risk of loss to a Satellite delivered for Ground Storage
         shall remain with Contractor at the storage site. Contractor shall
         assume full responsibility for any loss or damage to the Satellite
         during Ground Storage.


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<PAGE>   54


33.6     Notification of Intention to Launch a Previously Stored Satellite
         Purchaser shall notify Contractor in writing that a Satellite in Ground
         Storage should be removed from Ground Storage and delivered to the
         Launch Site. This notification must be received by Contractor not less
         than [CONFIDENTIAL INFORMATION REDACTED] months prior to the scheduled
         date for Delivery to the Launch Site of the Satellite. Failure to
         notify Contractor in a timely manner will result in an adjustment to
         the Delivery schedule for such Satellite.

                      ARTICLE 34 - LIMITATION OF LIABILITY


         NEITHER PARTY SHALL BE LIABLE DIRECTLY OR INDIRECTLY TO THE OTHER PARTY
         OR ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS
         OR SUBCONTRACTORS AT ANY TIER (INCLUDING SUPPLIERS OF ANY KIND), AGENTS
         OR CUSTOMERS, TO ITS PERMITTED ASSIGNEES OR SUCCESSOR OWNERS OF ANY
         SATELLITE OR OTHER DELIVERABLE ITEM OR TO ANY OTHER PERSON CLAIMING BY
         OR THROUGH SUCH PARTY FOR ANY AMOUNTS REPRESENTING [CONFIDENTIAL
         INFORMATION REDACTED], ARISING FROM OR RELATING TO THE PERFORMANCE OR
         NONPERFORMANCE OF THIS CONTRACT OR ANY ACTS OR OMISSIONS ASSOCIATED
         THEREWITH OR RELATED TO THE USE OF ANY ITEMS DELIVERED OR SERVICES
         FURNISHED HEREUNDER, WHETHER THE BASIS OF SUCH LIABILITY IS BREACH OF
         CONTRACT, TORT, STATUTE OR OTHER LEGAL OR EQUITABLE THEORY, EXCEPT THAT
         IN THE EVENT OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE BY CONTRACTOR OR
         PURCHASER SUCH PARTY MAY BE LIABLE AND RESPONSIBLE FOR AMOUNTS
         REPRESENTING [CONFIDENTIAL INFORMATION REDACTED].


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         IN NO EVENT SHALL EITHER PARTY'S TOTAL LIABILITY UNDER OR IN CONNECTION
         WITH THIS CONTRACT EXCEED THE FIRM FIXED PRICE (PROVIDED REFUNDS UNDER
         ARTICLE 23.2 AND PAYMENTS FOR LOSSES UNDER ARTICLE 39 WILL NOT COUNT
         AGAINST THIS FIGURE), EXCEPT FOR LIABILITY ARISING FROM WILLFUL
         MISCONDUCT OR GROSS NEGLIGENCE BY A PARTY, IN WHICH CASE THE TOTAL
         LIABILITY OF A PARTY MAY NOT EXCEED THE FIRM FIXED PRICE PLUS
         [CONFIDENTIAL INFORMATION REDACTED].

               ARTICLE 35 - DISCLOSURE AND HANDLING OF PROPRIETARY
                                  INFORMATION

35.1     Definition of Proprietary Information
         For the purpose of this Contract, "Proprietary Information" means all
         information (other than Deliverable Data, which is subject to the
         provisions of Article 36), in whatever form transmitted, that is
         disclosed by such Party (hereinafter referred to as the "disclosing
         party") to the other Party hereto (hereinafter referred to as the
         "receiving party") relating to the performance by the disclosing party
         of this Contract and: (i) is identified as proprietary by means of a
         written legend thereon, or (ii) if disclosed orally, is identified as
         proprietary at the time of initial disclosure. Proprietary Information
         shall not include any information disclosed by a Party that (i) is
         already known to the receiving party at the time of its disclosure, as
         evidenced by written records of the receiving party, without an
         obligation of confidentiality at the time of disclosure; (ii) is or
         becomes publicly known through no wrongful act of the receiving party;
         (iii) is independently developed by the receiving party as evidenced by
         written records of the receiving party; (iv) such Party is legally
         compelled to disclose; or (v) is obtained from a third party without
         restriction and without breach of this Contract.


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35.2     Terms for Handling and Use of Proprietary Information
         For a period of [CONFIDENTIAL INFORMATION REDACTED] years after receipt
         of any Proprietary Information (or until such time as such Proprietary
         Information becomes publicly known as provided in Article 35.1), the
         receiving party shall not disclose Proprietary Information that it
         obtains from the disclosing party to any person or entity except its
         employees and agents who have a need to know in order to perform under
         this Contract and who have been informed of and have agreed to abide by
         the receiving party's obligations under this Article 35. The receiving
         party shall use not less than the same degree of care to avoid
         disclosure of such Proprietary Information as it uses for its own
         Proprietary Information of like importance; but in no event less than a
         reasonable degree of care. Proprietary Information shall be used only
         for the purpose of performing the obligations under this Contract, or
         as the disclosing party otherwise authorizes in writing.

         IN NO EVENT SHALL EITHER PARTY DISCLOSE OR TRANSFER TECHNICAL
         INFORMATION OR PROVIDE TECHNICAL SERVICES TO INSURANCE BROKERS,
         UNDERWRITERS OR OTHER THIRD PERSONS OR ENTITIES WITHOUT THE OTHER
         PARTY'S PRIOR WRITTEN APPROVAL (WHICH SHALL NOT BE UNREASONABLY
         WITHHELD OR DELAYED) AND, WHERE REQUIRED, PRIOR APPROVAL OF THE U.S.
         DEPARTMENT OF STATE.

35.3     Legally Required Disclosures
         Notwithstanding the foregoing, in the event that the receiving party
         becomes legally compelled to disclose Proprietary Information of the
         disclosing party, including this Contract or other supporting
         document(s), the receiving party shall, to the extent practicable under
         the circumstances, provide the disclosing party with written notice
         thereof so that the disclosing party may seek a protective order or
         other appropriate remedy, or to allow the disclosing party to redact


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         such portions of the Proprietary Information as the disclosing party
         deems appropriate. In any such event, the receiving party will disclose
         only such information as is legally required, and will cooperate with
         the disclosing party (at the disclosing party's expense) to obtain
         confidential and proprietary treatment for any Proprietary Information
         being disclosed.

35.4     Title; Return

         All Proprietary Information disclosed under this Contract in tangible
         form (including without limitation information incorporated in computer
         software or held in electronic storage means) shall be and remain the
         property of the disclosing party. All notes, memoranda or other
         materials created or fabricated by the receiving party, including
         without limitation evaluations, based upon Proprietary information or
         prepared by the receiving party which include Proprietary Information
         shall be considered Proprietary Information for all purposes under this
         Contract. Upon request of the disclosing party, all such Proprietary
         Information shall be returned to the disclosing party or shall be
         destroyed by the receiving party and shall not thereafter be retained
         in any form by the receiving party. Upon request of the disclosing
         party, the receiving party shall certify in writing that such party has
         either returned or destroyed all Proprietary Information previously
         received from the disclosing party. The rights and obligations of the
         Parties under this Article 35 shall survive any such return or
         destruction of Proprietary Information.

35.5     Specific Performance

         The Parties acknowledge and agree that the unauthorized use or
         disclosure by the receiving party of any Proprietary Information
         disclosed by the disclosing party would result in irreparable injury to


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         the disclosing party. The Parties agree that that the disclosing party
         shall, in addition to and not in lieu of any other available legal or
         equitable remedies or damages, be entitled to a temporary injunction to
         restrain threatened or actual breaches of the terms of this Article 35
         by the receiving party, its agents, employees, representatives and all
         other persons acting for any of the above-mentioned persons or
         entities.

35.6     Disclosure of Contract Terms
         Notwithstanding anything to the contrary in this Article 35, and
         subject to applicable export restrictions, the terms and conditions of
         this Contract may not be disclosed by either Party to any person except
         with the prior written consent of the other Party, provided, in each
         case, that the recipient of such information agrees to treat such
         information as confidential and executes and delivers a confidentiality
         agreement reasonably acceptable to both Parties or is otherwise subject
         to confidentiality obligations reasonably satisfactory to both Parties;
         provided, further, that either Party shall have the right to disclose
         such information as is required under applicable law or the binding
         order of a court or government agency; and provided further that
         Purchaser shall have the right to disclose any or all of the terms and
         conditions of this Contract to its insurance brokers and underwriters
         as Purchaser deems necessary in its sole judgment.


           ARTICLE 36 - INTELLECTUAL PROPERTY RIGHTS - RIGHTS IN DATA


36.1     Intellectual Property Rights

         (a) Contractor hereby grants to Purchaser a fully-paid up, royalty
         free, irrevocable, and non-exclusive license to practice and have
         practiced throughout the world exclusively for the purpose of (i)


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         operating, maintaining or using the Deliverable Items, or (ii)
         developing, operating, maintaining or using ground equipment with such
         Deliverable Items any inventions (including without limitation
         software), whether patented or unpatented or otherwise subject to
         intellectual property protections, now or hereafter owned by
         Contractor, or to which Contractor has or may acquire rights, which
         inventions are incorporated in any Deliverable Item or required in
         order to practice or have practiced any invention incorporated in any
         Deliverable Item.

36.2     Rights in Data
         Contractor shall retain title to all Deliverable Data utilized or
         developed by Contractor during the performance of this Contract.
         Subject to U.S. export regulations and applicable export restrictions,
         Purchaser's officers, directors, employees, consultants and
         representatives shall have the non-exclusive right to obtain and use
         the Deliverable Data for any and all purposes related to the testing,
         operation, use and maintenance of the Satellite. Purchaser's officers,
         directors, employees, consultants and representatives shall not
         disclose Deliverable Data to other companies, organizations or persons
         without the express prior written consent of Contractor, which consent
         shall not be unreasonably withheld or delayed. Purchaser shall have no
         rights in Deliverable Data other than as expressly stated in this
         Contract, and title to Deliverable Data shall not pass to Purchaser or
         any other entity pursuant to the terms hereof.

36.3     No Additional Obligation
         Nothing contained in this Article shall require Contractor to provide
         any data other than as set forth in the Statement of Work.


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                   ARTICLE 37 - PUBLIC RELEASE OF INFORMATION

Either Party intending to disclose publicly whether through the issuance of news
releases, articles, brochures, advertisements, prepared speeches or other
information releases concerning this Contract or the transactions contemplated
herein shall obtain the prior written approval of the other Party with respect
to the content and timing of such issuance. A Party's approval under this
Article 37 shall not be unreasonably delayed or denied. Notwithstanding the
above, either Party may release information described herein as required by
securities laws or other applicable laws.


                              ARTICLE 38 - NOTICES


38.1     Written Notification
         Each notice or correspondence required or permitted to be given
         hereunder shall be given in writing (except where oral notice is
         specifically authorized) to the respective addresses or facsimile
         numbers and to the attention of the individuals set forth below by
         post, facsimile transmission, overnight courier or first class
         registered or certified mail, return receipt requested, postage
         prepaid. The sending of such notice with confirmation of successful
         receipt of the complete transmission (in the case of facsimile
         transmissions) or receipt of such notice (in the case of delivery by
         first class registered or certified mail or by overnight courier
         service) shall constitute the giving thereof.


                       In the case of Purchaser:

                       [CONFIDENTIAL INFORMATION REDACTED]


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                       With a separately delivered copy to:
                       [CONFIDENTIAL INFORMATION REDACTED]

                       In the case of Contractor:


[CONFIDENTIAL INFORMATION REDACTED]


38.2     Change of Address
         Either Party may from time to time change its notice address or the
         persons to be notified by giving the other Party written notice (as
         provided above) of such new information and the date upon which such
         change shall become effective.

                                  ARTICLE 39 -

[CONFIDENTIAL INFORMATION REDACTED]


                        ARTICLE 40 - ORDER OF PRECEDENCE

In the event of conflict among the terms of the Preamble and Articles 1 to 46 of
this Contract and the Exhibits, the following order of decreasing precedence
shall apply:

         o This Contract (Preamble and Articles 1 through 46 and Attachment A
           and B)

         o Exhibit A     Statement of Work

         o Exhibit B     Performance Specification

         o Exhibit C     Product Assurance Program Plan

         o Exhibit D     Test Plan


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                              ARTICLE 41 - GENERAL


41.1     Binding Effect; Assignment
         This Contract shall be binding upon and inure to the benefit of the
         Parties and their respective successors and permitted assigns. Except
         as otherwise expressly set forth to the contrary herein, this Contract
         may not be assigned, either in whole or in part, by either Party
         without the express written approval of the other Party. Such approval
         shall not be unreasonably withheld or delayed. Contractor may require,
         as a condition of approving an assignment by Purchaser, that the
         proposed assignee establish irrevocable letters of credit, guarantees
         or other comparable assurances satisfactory to Contractor prior to such
         assignment becoming effective and that Purchaser remain primarily or
         secondarily liable hereunder. Either Party, upon prior written notice
         to the other Party, may grant security interests in its rights
         hereunder to lenders that provide financing for the performance by such
         Party of its obligations under this Contract or for the subject matter
         hereof. In the event that either Party is sold to or merged into
         another entity that shall be deemed an assignment requiring the other
         Party's approval hereunder. Notwithstanding anything to the contrary
         herein, Purchaser may assign this Contract, in whole or in part without
         Contractor's approval and without regard to the conditions set forth in
         the fourth sentence of this Article 41.1, to a person or entity that
         directly or indirectly controls, is controlled by or is under common
         control with Purchaser.

41.2     Severability
         If any provision of this Contract is declared or found to be illegal,
         unenforceable or void, the Parties shall negotiate in good faith to
         agree upon a substitute provision that is legal and enforceable and is
         as nearly as possible consistent with the intentions underlying the
         original


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         provision. If the remainder of this Contract is not materially affected
         by such declaration or finding and is capable of substantial
         performance, then the remainder shall be enforced to the extent
         permitted by law.

41.3     Captions
         The captions contained herein are for purposes of convenience only and
         shall not affect the construction of this Contract.

41.4     Relationships of the Parties
         It is expressly understood that Contractor and Purchaser intend by this
         Contract to establish the relationship of independent contractors only,
         and do not intend to undertake the relationship of principal and agent
         or to create a joint venture or partnership or any other relationship,
         other than that of independent contractors, between them or their
         respective successors in interests. Neither Contractor nor Purchaser
         shall have any authority to create or assume, in the name or on behalf
         of the other Party, any obligation, expressed or implied, or to act or
         purport to act as the agent or the legally empowered representative of
         the other Party, for any purpose whatsoever.

41.5     Entire Agreement
         The existing Contract between EchoStar Orbital Corporation and Space
         Systems/Loral, Inc. dated February 4, 2000, regarding the EchoStar 8
         Satellite Program (110 degrees W.L.), is hereby amended, restated and
         superceded in its entirety by this Contract effective as of February 1,
         2001, and the Parties hereby agree that, this Contract, including all
         Exhibits and the Attachments hereto, represents the entire
         understanding and agreement between the Parties hereto with respect to
         the subject matter hereof, and supersedes all prior negotiations and
         agreements with respect to the subject matter hereof. This Contract may
         not be modified or amended, and the Parties' rights and obligations may
         not be waived, except by the written agreement of both Parties.


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41.6     Standard of Conduct
         Both Parties agree that all their actions in carrying out the
         provisions of this Contract shall be in compliance with applicable laws
         and regulations and neither Party will pay or accept bribes, kickbacks
         or other illegal payments, or engage in unlawful conduct.

41.7     Construction
         This Contract, the Exhibits and the Attachment hereto have been drafted
         jointly by the Parties and in the event of any ambiguities in the
         language hereof, there shall be no inference drawn in favor of or
         against either Party.

41.8     Counterparts
         This Contract may be signed in any number of counterparts with the same
         effect as if the signature(s) on each counterpart were upon the same
         instrument.

41.9     Applicable Law
         This Contract shall be interpreted, construed and governed, and the
         rights of the Parties shall be determined, in all respects, according
         to the laws of the State of New York without regard to its conflict of
         law rules.

41.10    Survival
         Termination or expiration of this Contract for any reason shall not
         release either Party from any liabilities or obligations set forth in
         this Contract that (i) the Parties have expressly agreed shall survive
         any such termination or expiration or (ii) remain to be performed or by
         their nature would be intended to be applicable following any such
         termination or expiration.



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41.11    U.N. Convention on the International Sales of Goods
         The U.N. Convention on the International Sales of Goods shall not apply
         or otherwise have any legal effect with respect to this Contract.

41.12    Waiver
         No delay or omission by either Party to exercise any right or power
         shall impair any such right or power or be construed to be a waiver
         thereof. No payment of money by any person or entity shall be construed
         as a waiver of any right or power under this Contract. A waiver by any
         Party of any of the covenants, conditions or contracts to be performed
         by the other Party or any breach thereof shall not be construed to be a
         waiver of any succeeding breach thereof or of any other covenant,
         condition or contract herein contained. No change, waiver or discharge
         hereof shall be valid unless in writing and signed by a duly authorized
         representative of the Party against which such change, waiver or
         discharge is sought to be enforced.


                            ARTICLE 42 - ATTACHMENTS


The following Attachments are incorporated in this Contract:

      Attachment A   Payment Plan

      Attachment B   Pages 5 through 11 of the EchoStar 5 Insurance Policy


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                         ARTICLE 43 - TERMINATION RIGHT

Notwithstanding anything to the contrary herein, if by the TBD Deadline the
Parties are unable to reach final agreement upon: (1) the pricing and schedule
for the options described in Article [CONFIDENTIAL INFORMATION REDACTED], or (2)
the TBD terms of this Contract, the Statement of Work, Satellite Performance
Specification, Product Assurance Program Plan, Satellite Program Test Plan and
Payment Plan, then Purchaser may immediately terminate this Contract by
providing written notice to Contractor. If such termination occurs, then
Purchaser shall pay Contractor [CONFIDENTIAL INFORMATION REDACTED] within
[CONFIDENTIAL INFORMATION REDACTED] days of receipt of an invoice. All other
liabilities and obligations of the Parties shall be released, waived and
terminated, except for those set forth in Articles 20, 35 and 37.



                  ARTICLE 44 - COOPERATION REGARDING SPOT BEAMS



Until the TBD Deadline, Contractor shall use reasonable commercial efforts to
cooperate with [CONFIDENTIAL INFORMATION REDACTED] regarding the coordination
and development of the requirements and footprints for the spot beams for the
Satellite and [CONFIDENTIAL INFORMATION REDACTED] satellite being manufactured
by [CONFIDENTIAL INFORMATION REDACTED] In addition, upon Purchaser's request,
Contractor shall use reasonable commercial efforts to cooperate with
[CONFIDENTIAL INFORMATION REDACTED] as necessary to change the initial
requirements and/or footprints of the spot beams for the Satellite and the
[CONFIDENTIAL INFORMATION REDACTED] satellite. Finally, Contractor shall use
reasonable commercial efforts to cooperate with [CONFIDENTIAL INFORMATION
REDACTED] as necessary to ensure that the spot beams of the Satellite and the
[CONFIDENTIAL INFORMATION REDACTED] satellite, as deployed, will operate in
accordance with the final approved requirements and footprints. In performing


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the above obligations, Contractor shall not be required to disclose any of its
proprietary information to [CONFIDENTIAL INFORMATION REDACTED].

                                  ARTICLE 45 -

[CONFIDENTIAL INFORMATION REDACTED]


                           ARTICLE 46 - KEY PERSONNEL


The Contractor will assign properly qualified and experienced personnel to the
program contemplated under the Contract. Personnel assigned to the following
positions shall be considered "Key Personnel":

a) the Contractor's Program Manager
b) the Contractor's Contracts Manager
c) the Contractor's Product Assurance Manager
d) the Contractor's Systems Engineering Manager
e) the Contractor's Vehicle Manager

The Purchaser shall have the right to approve the Contractor's Program Manager
which approval shall not be unreasonably withheld or delayed. Key Personnel
shall not be assigned to other duties without the Contractor giving prior
written notice to and consulting with the Purchaser. The Contractor shall
provide a chart to the Purchaser of the program Key Personnel and shall keep
such chart current.

Additionally, for so long as Randy Tyner is associated with Contractor as an
employee or consultant, Purchaser shall have unrestricted access to Mr. Tyner
for purposes of designing the payload and its specifications. Mr. Tyner shall
have a key decision-making role on payload-related issues, and shall be a
primary interface with the Purchaser on all payload-related technical and
performance issues.


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IN WITNESS THEREOF, the Parties have executed this Amended and Restated Contract
by their duly authorized officers as of the date set forth in the Preamble.




                                        ECHOSTAR ORBITAL
SPACE SYSTEMS/LORAL, INC.               CORPORATION


By:                                     By:
   --------------------------------        ------------------------------------

Name:                                   Name:
     ------------------------------          ----------------------------------

Title:                                  Title:
      -----------------------------           ---------------------------------



                                  ATTACHMENT A

                                  PAYMENT PLAN

[CONFIDENTIAL INFORMATION REDACTED]





                                  ATTACHMENT B





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