Unassociated Document


     

    
      
        	
                

              	
                Exhibit
      10.3

                 

                 

              


      


      Pursuant
to 17 CFR 240.24b-2, confidential information has been omitted in places marked
"[***]" and has

       been
filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment 

      Application
filed with the Commission.

    

    ADDENDUM
AND AMENDMENT

    TO
CONTRACT BETWEEN

    TERRESTAR
NETWORKS INC. AND HUGHES NETWORK SYSTEMS, LLC

    FOR
DESIGN, DEVELOPMENT AND SUPPLY OF

    SATELLITE
BASE STATION SUBSYSTEM (S-BSS)

     

    This Addendum and
Amendment (the “Addendum”)
is made as of April 13, 2007 (the “Addendum Effective Date” or “EDA”) by and
between Hughes Network Systems, LLC (the “Contractor”) with its principal place
of business at 11717 Exploration Lane, Germantown, Maryland, 20876, and
TerreStar Networks Inc., a corporation organized under the laws of Delaware with
its principal place of business at One Discovery Square, Suite 600, 12010
Sunrise Valley Drive, Reston, Virginia 20190 (“TerreStar”).  As used
herein, Contractor and TerreStar may each be referred to individually as a
“Party” and collectively as the “Parties.”

     

    WHEREAS, TerreStar
has contracted with Contractor for the design, development and supply of an
S-BSS and related Deliverable Items under the contract between the Parties
titled “Contract Between TerreStar Networks Inc. and Contractor for Design,
Development and Supply of Satellite Base Station Subsystem (S-BSS),” dated
February 6, 2007 (the “Contract”);

     

    WHEREAS,
TerreStar intends for the initial mobile terminals (MTs) to include a
“Terrestrial Baseband Chipset” that will enable the MT user to communicate
utilizing various terrestrial communication technologies, manage the
communication preferences and priorities, and monitor the availability of the
satellite communications links; an “RF Chipset” to transmit and receive voice
and data communications; and a Satellite Chipset that will enable the MT user to
communicate utilizing the space-based network including, in particular, through
the S-BSS;

     

    WHEREAS,
Contractor desires to design and develop multiple Releases of the Satellite
Chipsets to interoperate with (i) the S-BSS, (ii) one or more Terrestrial
Baseband Chipsets, and (iii) one or more RF Chipsets identified by TerreStar,
and TerreStar desires to procure from Contractor such design and development
services, and other related services as more fully described in this
Addendum;

     

    WHEREAS,
in the interest of time, the Parties desire to meet TerreStar’s
requirements for a Satellite Chipset by
undertaking a [***]-phased approach, with the [***] phase resulting in [***] and
with the [***] phase resulting in [***];

     

    WHEREAS,
while TerreStar initially intends for the Terrestrial Baseband Chipset and
Satellite Chipset to be two distinct chipsets, TerreStar desires that the
Terrestrial Baseband Chipset and the Satellite Chipset software evolve into a
single integrated, universal chipset (an “Integrated
Chipset”);

     

    
      
        
          
            
              This
Addendum and the information contained therein are confidential and proprietary
to TerreStar and Contractor and shall not

              be
published or disclosed to any third party except as permitted by the Terms and
Conditions of this Addendum and the Contract.

            

          

        

        
           


          
            

          

        

        
          
          

        

      

    

    
      
      

      
        
          	
                  

                	
                   

                   

                   

                


        

         

         

      

    

    WHEREAS,
the Parties desire to amend and supplement the Contract to incorporate the Work
related to the Satellite Chipset and other revisions set forth
herein.

     

    NOW,
THEREFORE, in consideration of the mutual covenants and agreements
contained herein and intending to be legally bound, the Parties hereby agree to
the following:

     

    I.           The
Contract is hereby amended as follows:

     

    1.           Article
1 (Scope of Work).  Exhibit A-2 (Satellite Chipset Platform
Statement of Work) is hereby incorporated into the Contract.  All
references to Exhibit A (Statement of Work) in the Contract shall be deemed to
refer to Exhibit A (S-BSS Statement of Work) and Exhibit A-2 (Satellite Chipset
Platform Statement of Work), unless expressly stated otherwise.

     

    2.           Article
1 (Scope of Work). Exhibit B-2 (Satellite Chipset Platform Technical
Specification) is hereby incorporated into the Contract.  All
references to Exhibit B (Satellite Base Station (S-BSS) Functional
Specifications) in the Contract shall be deemed to refer to Exhibit B (S-BSS
Functional Specifications) and Exhibit B-2 (Satellite Chipset Platform Technical
Specification), unless expressly stated otherwise.

     

    3.           Article
1.A (Provision of Services and Materials).  Article 1.A is
hereby amended to read as follows:

     

    
    

    
      
        	
                             

              	
                A.       Provision of Services and
      Materials.  Contractor shall design, develop,
      provide, manufacture, transport, assemble, configure, install, test and deliver the
      turn-key S-BSS (in the quantities specified in Exhibit A), the Satellite Chipset Work (in the
      quantities specified or to be agreed in Exhibit A2), the
      test-bed facilities, simulators and all other related
      Deliverable Items (as defined in Article 2.A), and shall perform the
      services set forth in this Contract (“Services”),
      including any Sservices not
      specifically described in this Contract or the attached exhibits that are
      required or appropriate for the proper performance and provision of the
      Sservices and Deliverable
      Items hereunder (collectively, the “Services” and together with the
      Deliverable Items,
      constitute
      the “Work”), all in accordance with this Contract, including the following
      exhibits, which are attached hereto (or incorporated by reference) and
      made a part hereof:

              


      

       

    

    
      	
               

            	 (1)	
              Exhibit A –
      S-BSS
      Statement of Work;

            


    

     

    
      	
               

            	 (2)	
              Exhibit
      A2 – Satellite
      Chipset Platform Statement
      of Work (“Chipset Statement of
  Work”);

            


    

     

    
      	
               

            	 (3)	
              Exhibit B –
      Satellite Base Station Subsystem (S-BSS) Functional
      Specifications;

            


    

    


    
      
        
          
            
              This
Addendum and the information contained therein are confidential and proprietary
to TerreStar and Contractor and shall not

              be
published or disclosed to any third party except as permitted by the Terms and
Conditions of this Addendum and the Contract.

            

          

        

        
          Page
2

          
            

          

        

        
          
          

        

      

    

    


    
 

    
      	
               

            	 (4)	
              Exhibit
      B2 –
      Satellite Chipset Platform Technical Specification (“Chipset
      Specifications”);

            


    

     

    
      	
               

            	 (5)	
              Exhibit C –
      S-BSS
      Price and Payment Milestone
Schedule;

            


    

     

    
      
        	 	  
      (6)	
                   Exhibit
      C2 – Chipset Price and Payment Milestone
      Schedule;

              


      

       

    

    
      	
               

            	 (7)	
              Exhibit D –
      S-BSS
      Options; and

            


    

     

    
      	
               

            	 (8) 	
              Exhibit D2 –
      Chipset Options

            


    

     

     

    4.           Article
2.A (Deliverable Items).  Article 2.A is hereby amended to read
as follows:

     

    
    

     

    
      	 	A.          Deliverable
      Items.  Subject to the other terms and conditions of this
      Contract, Contractor shall deliver to TerreStar the turn-key S-BSS (in the
      quantities specified in Exhibit A),
      the
      Satellite Chipset Work (in the quantities specified or to be agreed in
      Exhibit A2), the test-bed facilities, simulators and all
      other related hardware, software and other items to be delivered by
      Contractor pursuant to this Contract (collectively, “Deliverable Items”)
      all as further described in Exhibits A
  and B.


    

     

    
    

    5.           Article
2 (Delivery by Contractor).  The Contract is hereby amended to
add the following as new Article 2.C (Identification of Background IP) and 2.D
(Production Units):

     

    
      	
                           
      C.

            	
              Identification
      of Background IP.

            


    

     

    
      	
               
      

            	
              Contractor
      shall provide a list of Background IP intended to be used in the Satellite
      Chipsets, not later than Chipset
SRR.

            


    

     

                 
D.          Production
Units.

     

    
      	
               
      

            	
                            Contractor
      shall provide a proposal for a contract under which Contractor shall
      manufacture, or have manufactured, Production Units of the applicable
      Satellite Chipset (the “Production Contract”).  Such proposal
      shall be provided to TerreStar no later than [***].  The
      Production Contract shall be subject to and shall include the provisions
      of Article 4.B.  With respect to Satellite Chipsets that are to
      be sold to, or otherwise provided to, TerreStar or a TerreStar supplier
      (including any TerreStar designated reference terminal design contractor
      or terminal manufacturer) by Contractor, any manufacturer to which
      Contractor subcontracts the manufacture of such Satellite Chipset shall be
      subject to TerreStar’s
      approval, which shall not be unreasonably withheld. Orders by or on behalf
      of any TerreStar Alliance Partner shall be included in the calculation of
      the annual order
volume.

            


    

     

    [***]

     

     

     

     

    
      
        
          
            This
Addendum and the information contained therein are confidential and proprietary
to TerreStar and Contractor and shall not

            be
published or disclosed to any third party except as permitted by the Terms and
Conditions of this Addendum and the Contract.

          

        

      

      
        Page
3

        
          

        

      

      
        
        

      

    

     

    


     

     

     

     

     

     

    6.           Article
4.A (Price).  The first sentence of Article 4.A is hereby
amended to read as follows:

     

    
    

     

    
      	 	
               A.         
      Firm
      Fixed Price.  The total amount payable by TerreStar
      hereunder shall be a firm fixed price for the total combined
      amount set forth in Exhibits
      C and
      C2, in United Stated Dollars (“Purchase
      Price”).

            


    

     

    
    

     

    7.           Article
5.B (Acceptance).  Article 5.B is hereby amended to read as
follows:

     

                 
B.            S-BSS
Acceptance.

     

    
      	 	
              Provisional
      Acceptance Testing shall be conducted during the Operational Verification
      Phase for S-BSS
      [***] once Contractor has completed all prerequisite Work to be
      performed under this Contract with respect to S-BSS
      [***] and prior Releases, and has successfully achieved all
      previous Milestones for S-BSS
      [***]

            


    

     

    
      
        
          
            
              This
Addendum and the information contained therein are confidential and proprietary
to TerreStar and Contractor and shall not

              be
published or disclosed to any third party except as permitted by the Terms and
Conditions of this Addendum and the Contract.

            

          

        

        
          Page
4

          
            

          

        

        
          
          

        

      

    

     

    

     

    
      
        	 	
                and
      prior Releases through the end of the Technical Verification Phase
      (including successful completion of the “Technical Verification Review”
      Milestone for S-BSS [***] (as described in Exhibit A)). If at any time
      TerreStar places the TerreStar Network (including the S-BSS) into
      commercial revenue-generating operation prior to TerreStar having granted
      Provisional Acceptance, then Provisional Acceptance shall be deemed to
      have occurred.

              


      

       

    

    Final
Acceptance Testing shall be conducted during the Operational Verification Phase
for S-BSS [***],
once Contractor has completed all prerequisite Work to be performed under this
Contract with respect to S-BSS
[***]
and prior Releases, and has successfully achieved all previous Milestones for
S-BSS
[***]
and prior Releases through the end of the Technical Verification Phase
(including successful completion of the “Technical Verification Review”
Milestone for S-BSS
[***]
(as described in Exhibit A)).

     

    Contractor shall also be
responsible to obtain any required “Type Approvals” from the FCC or other
applicable regulatory agencies for the S-BSS
Deliverable Items provided in connection with the applicable Release, and
part of the applicable Acceptance Testing process will include confirmation that
Contractor has obtained all such required “Type Approvals.”  TerreStar
shall conduct Acceptance Testing in accordance with the applicable testing
procedures specified in Exhibit A hereto.  Contractor shall support
TerreStar in all phases of Acceptance Testing, in accordance with Exhibit A
hereto.  Following completion of the applicable Acceptance Testing,
Contractor shall provide TerreStar with a written report specifying the tests
that were performed, whether the tests were successfully completed, and
identifying any problems, defects or anomalies that were identified through such
testing.  TerreStar shall notify Contractor of its acceptance or
rejection of the applicable Work within fifteen (15) Business Days after
completion of the applicable Acceptance Testing and receipt of Contractor’s
report.  Should TerreStar not respond to a the aforementioned written
report submitted by Contractor for approval of the relevant Acceptance test
within 15 business days, the relevant Acceptance event for the applicable
Release shall be deemed to have occurred.  In the event of rejection
of the Work due to failure of the Work to meet the Specifications and/or the
other requirements of this Contract with respect to the applicable Release,
Contractor shall promptly correct the Work and shall re-deliver the corrected
Work to TerreStar, and such Work shall be subject to further testing to verify
that the problems have been corrected.  The preceding process shall be
repeated as necessary until all such problems have been corrected at which time,
TerreStar shall accept the Work associated with such Release in
writing.  Notwithstanding the foregoing, nothing herein shall limit
TerreStar’s rights to pursue its available remedies (including any right to
terminate this
Contract for cause) in the event that the Work is not accepted for any reason or
is not accepted by the dates scheduled herein.

     

    
      
        
          
            This
Addendum and the information contained therein are confidential and proprietary
to TerreStar and Contractor and shall not

            be
published or disclosed to any third party except as permitted by the Terms and
Conditions of this Addendum and the Contract.

          

        

      

      
        Page
5

        
          

        

      

      
        
        

      

    

     

    


     

    8.             Article
5.C (Rejection).  Article 5.C is hereby renumbered as Article
5.D.

     

    9.             Article
5 (Acceptance).  The Contract is hereby amended to add the
following as new Article 5.C (Satellite Chipset Acceptance), which shall apply
to acceptance of the Chipset Work:

     

    C.           Satellite
Chipset
Acceptance.

     

    Provisional
Acceptance Testing shall be conducted during the Operational Verification Phase
for Satellite Chipset [***],
once Contractor has completed all prerequisite Work to be performed under this
Contract with respect to Satellite Chipset [***] and prior Releases, and has
successfully achieved all previous Milestones for Satellite Chipset [***] and
prior Releases through the end of the Technical Verification Phase (including
successful completion of the “Technical Verification Review” Milestone for Satellite
Chipset [***] (as described in Exhibit A2)).  If at any time TerreStar
places the TerreStar Network (including the Satellite
Chipset) into commercial revenue-generating operation prior to TerreStar having
granted Provisional Acceptance, then Provisional Acceptance shall be deemed to
have occurred.

     

    Final
Acceptance Testing shall be conducted during the Operational Verification Phase
for Satellite Chipset [***],
once Contractor has completed all prerequisite Work to be performed under this
Contract with respect to Satellite Chipset [***]
and prior Releases, and has successfully achieved all previous Milestones for
Satellite Chipset [***]
and prior Releases through the end of the Technical Verification Phase
(including successful completion of the “Technical Verification Review”
Milestone for Satellite Chipset [***]
(as described in Exhibit A2)).

     

    Satellite
Chipset [***]
Final Acceptance shall be conducted during a [***]
Satellite Chipset Operational Verification Phase, once Contractor has completed
all prerequisite Work to be performed under this Contract with respect to
Chipset [***]
and prior Releases, and has successfully achieved all previous Milestones for
Chipset [***]
and prior Releases (as described in Exhibit A2).

     

     

    
      
      

      
        
          
            
              This
Addendum and the information contained therein are confidential and proprietary
to TerreStar and Contractor and shall not

              be
published or disclosed to any third party except as permitted by the Terms and
Conditions of this Addendum and the Contract.

            

          

        

        
          Page
6

          
            

          

        

        
          
          

        

      

    

     

    

     

    
      
        The Contractor is not
responsible for “Type Approvals” for the Satellite Chipset.  However,
the Contractor shall support TerreStar as defined in Exhibit A2 during the user
terminal certification process.   TerreStar shall conduct
Acceptance Testing
in accordance with the applicable testing procedures specified in Exhibit A2
hereto. Contractor shall support TerreStar in all phases of Acceptance Testing,
in accordance with Exhibit A2 hereto. Following completion of the applicable
Acceptance Testing, Contractor shall provide TerreStar with a written report
specifying the tests that were performed, whether the tests were successfully
completed, and identifying any problems, defects or anomalies that were
identified through such testing. TerreStar shall notify Contractor of its
acceptance or rejection of the applicable Work within fifteen (15) Business Days
after completion of the applicable Acceptance Testing and receipt of
Contractor’s report. Should TerreStar not respond to a the aforementioned
written report submitted by Contractor for approval of the relevant Acceptance
test within 15 business days, the relevant Acceptance event for the applicable
Release shall be deemed to have occurred. In the event of rejection of the Work
due to failure of the Work to meet the Specifications and/or the other
requirements of this Contract with respect to the applicable Release, Contractor
shall promptly correct the Work and shall re-deliver the corrected Work to
TerreStar, and such Work shall be subject to further testing to verify that the
problems have been corrected. The preceding process shall be repeated as
necessary until all such problems have been corrected at which time, TerreStar
shall accept the Work associated with such Release in writing. Notwithstanding
the foregoing, nothing herein shall limit TerreStar’s rights to pursue its
available remedies (including any right to terminate this Contract for cause) in
the event that the Work is not accepted for any reason or is not accepted by the
dates scheduled herein.

      

       

    

    10.           Article
7.E (Invoices).  Article 7.E is hereby amended to change the
telephone number for [***], Director of Contracts and Assistant General Counsel,
to “Tel: [***].”

     

     

    11.           Article
9.D (Warranty Period).  Article 9.D is hereby amended to read
as follows:

     

    
      	 	D.           
      Warranty
      Period.  With respect to each Deliverable Item or Service
      associated
      with the S-BSS Work, these warranty and support obligations shall
      run for a period of one (1) year from the completion of Technical
      Verification Review for [***] (the “S-BSS
      Warranty Period”).  With
      respect to the Chipset Work, these warranty and support obligations shall
      run for a period of one (1) year from Final Acceptance of
      [***]
      (the
      “Chipset Warranty Period”). 
      Notwithstanding the preceding, as part of the Services included in the
      Purchase Price, Contractor shall remedy any problems or defects in (i)
      [***] of
      the S-BSS that arise between Provisional Acceptance and Final
      Acceptance
      of
      the S-BSS and
      (ii) [***]
      of
      the [***]
      Satellite
      Chipset that arise between their respective Acceptance dates and Final
      Acceptance of the [***]
      Satellite
      Chipset.  With respect
      to the Deliverable Items, TerreStar may purchase an extended Warranty as
      provided for in Exhibit D and
    D2.


    

     

    
    

    


    
      
        
          
            
              This
Addendum and the information contained therein are confidential and proprietary
to TerreStar and Contractor and shall not

              be
published or disclosed to any third party except as permitted by the Terms and
Conditions of this Addendum and the Contract.

            

          

        

        
          Page
7

          
            

          

        

        
          
          

        

      

    

    


    

     

    12.           Article
9.L (Intellectual Property).  Article 9.L is hereby amended to
read as follows:

     

    
      	 	
              L.           
      Intellectual
      Property.  Contractor represents and warrants that as of
      EDC, Contractor is not aware of any claim that the Work or any
      Intellectual Property owned or supplied by Contractor utilized or
      incorporated in any Deliverable Item or the manufacture of any Deliverable
      Item
      (or
      any Satellite Chipset if a Release Condition occurs)
      infringes any Intellectual Property Right of any third party. This
      warranty shall continue for the operating life of the
      S-BSS.  TerreStar shall not be required to pay any license fees
      or royalties apart from those included in the Purchase Price for use of
      any Intellectual Property utilized or incorporated in any Deliverable
      Item
      (or
      any Satellite Chipset if a Release Condition occurs) or the
      manufacture of any Deliverable Item
      (or
      any Satellite Chipset if a Release Condition occurs).  Notwithstanding
      the foregoing, this warranty shall not apply to the extent a claim is
      based on TerreStar’s failure to obtain Third Party Licensor rights in
      connection with the manufacturing or sale of the Satellite Chipset by
      TerreStar or a TerreStar’s designee pursuant to Article
      13.I(2).

            	
               

            


    

     

    13.           Article
9.O (Limitation). Article 9.O is hereby amended to read as
follows:

     

    O.           Limitation.  EXCEPT
WITH RESPECT TO ARTICLES 9.A,
9.K AND 9.L, THE RIGHTS AND REMEDIES OF TERRESTAR PROVIDED IN THIS ARTICLE 9
SHALL BE THE SOLE AND EXCLUSIVE REMEDY, EXPRESS OR IMPLIED, WHETHER PURSUANT TO
THIS CONTRACT OR OTHERWISE, WITH RESPECT TO THIS ARTICLE 9.

     

    14.           Article
9.R (Post-Warranty Support).  Article 9.R is hereby amended to
read as follows:

              

    
      	 	R.         
      Post-Warranty
      Support.  Contractor shall use commercially reasonable
      efforts to ensure that post-warranty hardware and software support may be
      procured from Contractor for the S-BSSDeliverable
      Items, on
      commercially reasonable terms and pricing, for a period of seven (7) years
      from Final Acceptance.


    

      

    15.           Article
10.C (Key Personnel).  Article 10.C is hereby amended to read
as follows:

     

    
      	 	
              C.

            	
              Key
      Personnel.  Key personnel (“Key Personnel”) shall be the
      personnel filling the
      following or equivalent positions: 

                 

              

            	
               

            


    

    
      	 	 	
              (1)

            	
              Dedicated
      Contractor Program Manager;
[***]

            


    

    


    
      
        
          
            
              This
Addendum and the information contained therein are confidential and proprietary
to TerreStar and Contractor and shall not

              be
published or disclosed to any third party except as permitted by the Terms and
Conditions of this Addendum and the Contract.

            

          

        

        
          Page
8

          
            

          

        

        
          
          

        

      

    

     

    

    
 

    
      	 	
               
      

            	(2)	
              Dedicated
      Engineering
      Manager for Chipset [***];
      [To
      be agreed at KOR.]

            


    

     

    
      	
               
      

            	 	
              (2)(3)  Dedicated
      Engineering Manager with
      respect to the S-BSS Work;
[***]

            


    

     

    
      	 	
              (4)      Dedicated
      Engineering Manager with respect to the Chipset [***] Work;
      [***]   
      

            	
               

            


    

     

    
      	 	
              (5)      
      Executive
      Engineering Oversight for S-BSS and Chipset Work;
      [***] 

            	
               

            


    

     

    16.           Article
13 (Intellectual Property Rights).  Article 13 is hereby
amended to read as follows:

     

    
      	 	
              A.

            	
              Definitions.  For
      the purposes of this Article 13, the following terms shall have the
      following definitions:

            


    

     

    
      	 	
                             
      (1)           
      “Contractor
      Background IP” means (i) all IP owned or controlled or licensed by
      Contractor as of EDC, and incorporated in or necessary for the use (as
      expressly provided for herein) of any Deliverable Item
      or
      the use or manufacture of any Production Unit,
      and (ii) all IP conceived or developed by Contractor after EDC other than
      in connection with this Contract, and incorporated in or necessary for the
      use (as expressly provided for herein) of any Deliverable
      Item.

            	
               

            	
            


    

    
       

      
        	 	
                               
      (2)           
      “Foreground
      IP” shall mean all IP developed or licensed
      (from a third party) by
      or on behalf of Contractor or TerreStar as a result of or arising from
      Contractor’s or TerreStar’s (as applicable) performance under this
      Contract, which is incorporated in or necessary for the use of any
      Deliverable Item
      or
      the use or manufacture of any Production Unit.

              	
                 

              	
              


      

       

    

    
      	 	               
      (3)           “Intellectual
      Property” or “IP” means all ideas, information, concepts, discoveries,
      inventions, methods or processes, Sspecifications,
      technology, software and other works of authorship, improvements and
      know-how (whether or not patentable and whether or not reduced to
      practice), and all associated rights in and to any patents, patent
      applications (including any reissues, continuations,
      continuations-in-part, revisions, extensions and reexaminations thereof),
      copyrights,
      maskworks
      and trade secrets, and all rights in and to any proprietary or
      confidential information.	
               

            	
               

            


    

    


    
      
        
          
            
              This
Addendum and the information contained therein are confidential and proprietary
to TerreStar and Contractor and shall not

              be
published or disclosed to any third party except as permitted by the Terms and
Conditions of this Addendum and the Contract.

            

          

        

        
          Page
9

          
            

          

        

        
          
          

        

      

    

     

    


     

    
       

      
        	 	 	
                                  (4)         
      “TerreStar
      Background IP” means (i) all IP owned or controlled by TerreStar as of
      EDC, and (ii) all IP conceived or developed by TerreStar after EDC other
      than in connection with this Contract.

              	
                 

              


      

    

     

    
      	 	 	
                              
      (5)           “Chipset
      IP” means all designs, technology and maskworks, and software and other
      works of authorship, (whether or not patentable and whether or not reduced
      to practice), and all associated rights in and to any patents, patent
      applications (including any reissues, continuations,
      continuations-in-part, revisions, extensions and reexaminations thereof),
      copyrights and trade secrets related to the Satellite
      Chipset.

            	
               

            


    

     

    
      	 	 	
                              
      (6)           “Contractor
      Foreground Chipset IP” shall mean all Chipset IP developed by or on behalf
      of Contractor after EDC, and arising exclusively from Contractor’s
      performance under this Contract, which Chipset IP is incorporated in or
      necessary for the use, manufacture, sale, offer for sale or importation of
      the Satellite Chipsets.

            	
               

            


    

     

    
       

      
        	 	 	
                                
      (7)           “Contractor Foreground IP” shall mean
      all Foreground IP developed by or on behalf of, or licensed by a third
      party to, Contractor after EDC.

              	
                 

              


      

       

    

    
      
      

    

    
      
      

    

    
      	 	 	
                               
      (8)           “Mobile Chipset” means any chipset
      designed or developed by Contractor for a user terminal in a satellite
      mobile communications network that utilizes or incorporates a material
      amount of the Contractor Foreground Chipset IP.

            	
               

            


    

    
       

    

    
      	 	 	
                               (9)          
      “Royalty
      Base” means that portion of the total Contractor selling price for a
      Mobile Chipset that is attributable to the Contractor developed chips and
      excludes the value of any chip that does not incorporate Contractor
      Foreground Chipset IP.

            	
               

            


    

     

     

    
      	 	
              B.

            	
              Ownership
      of IP and IP Rights.

            


    

     

    
      	 	 	
              (1)

            	
              Background
      Intellectual
Property.

            


    

     

    
      	 	 	 	
                                            
      (a)      Contractor
      Background IP  – Subject to the licenses granted in Article
      13.C(1) as between Contractor and TerreStar, all Contractor Background IP
      shall be the sole and exclusive property of
      Contractor.

            	
               

            


    

    


    
      
        
          
            
              This
Addendum and the information contained therein are confidential and proprietary
to TerreStar and Contractor and shall not

              be
published or disclosed to any third party except as permitted by the Terms and
Conditions of this Addendum and the Contract.

            

          

        

        
          Page
10

          
            

          

        

        
          
          

        

      

    

     

    

    
 

    
      	 	 	 	
               

            	
                                           
      (b)     TerreStar Background
      IP – Subject to the licenses granted in Article
      13.C(2), as between Contractor and TerreStar, all TerreStar Background IP
      shall be the sole and exclusive property of
    TerreStar.

            


    

     

    
      	 	
              (2)

            	
              Foreground
      Intellectual
Property.

            


    

     

    
      	 	
               

            	
                                           
      (a)     Contractor Foreground
      IP -
      Subject to the licenses granted in Article 13.C(1)
      and
      Article 13.I(2), all Contractor
      Foreground IP of
      Contractor (and any of its Subcontractors) shall be the sole and
      exclusive property of
  Contractor.  

            


    

     

    
      	 	 	 	
               

            	
                                            
      (b)    TerreStar Foreground
      IP – Subject to the
      licenses granted in Article 13.C(2), as between Contractor and TerreStar,
      all Foreground IP of TerreStar shall be the sole and exclusive property of
      TerreStar.

            


    

     

    
      	 	
              C.

            	
              License
      Rights.

            


    

     

    
      	 	                 
      (1)   Grant by
      Contractor.  Subject
      to the terms and conditions stated herein Subject
      to fulfillment by TerreStar of its obligations under this
      Agreement, Contractor grants to TerreStar a fully paid-up,
      irrevocable, perpetual, transferable, worldwide, nonexclusive right and
      license to:
      (i) use and have used, reproduce, and modify
      (a)
      all Contractor Background IP and Contractor Foreground IP associated with
      the S-BSS Work for
      the sole and exclusive purpose of testing, using, operating, and/or
      maintaining any Deliverable Item (including any associated
      technical data (“Deliverable Data”)
      associated
      with the S-BSS,
      all Contractor Background IP and Contractor Foreground IP,
      and
      (b) all
      Contractor Background IP and Contractor Foreground IP associated with the
      Chipset Work solely for the purposes of using and supporting the Satellite
      Chipset and Production Units for use with the TerreStar Network; and (ii)
      sell, offer for sale, distribute and import the Satellite Chipsets and
      Production Units to third party suppliers for incorporation into an MTs
      marketed for use on the TerreStar Network, provided that the rights
      granted under this Article 13.C(1) shall not give TerreStar a license to
      access the Escrowed Materials except as permitted under Article
      13.I.  TerreStar may sublicense such rights to
      third party contractors engaged by TerreStar in connection with the
      operation and maintenance of the TerreStar Network and
      the sale and use of MTs, including any component
      thereof.


    

                          


    
      	 	
               

            	
                               
      (2)   Grant by
      TerreStar.  Subject to the terms and conditions
      stated herein, TerreStar grants to Contractor a fully paid-up, worldwide,
      non-exclusive right and license to use and have used for the sole and
      exclusive purpose of performing
      under this Contract, the relevant TerreStar Background IP and TerreStar
      Foreground IP.

            


    

    


    
      
        
          
            
              This
Addendum and the information contained therein are confidential and proprietary
to TerreStar and Contractor and shall not

              be
published or disclosed to any third party except as permitted by the Terms and
Conditions of this Addendum and the Contract.

            

          

        

        
          Page
11

          
            

          

        

        
          
          

        

      

    

     

    


     

     

    
      	 	 
    	
               

            	
                                 (3)  
      Subcontracts.  Contractor
      shall, unless otherwise authorized,
      approved
      (which approval shall not be unreasonably withheld) or
      directed in writing by TerreStar, use
      commercially reasonable efforts to include in each Subcontract or
      supplier agreement used by Contractor in connection with the provision of
      any Work a clause pursuant to which each such Subcontractor or supplier
      will grant to TerreStar (through Contractor) license rights in
      Intellectual Property incorporated in Deliverable Items hereunder or
      as necessary for TerreStar to exercise its rights with respect to
      Production Units, in each case to the same extent as the license
      rights granted by Contractor to TerreStar in this Article
      13.

            


    

     

    
      	 	
               

            	
              D.               No Limitation on Deliverable
      Items.  This Article 13
      shall not be construed as limiting any right of TerreStar otherwise
      contained herein or at law (or any obligation of Contractor to grant
      TerreStar the right) with no payment of additional compensation to use,
      have used, deliver, lease, transfer, assign, sublicense or sell any
      Deliverable Items of hardware or software or any part
      thereof.

            


    

     

    
      	 	
               

            	
               E.               Access to Work
      Product.  TerreStar may at any time request, and
      Contractor shall promptly provide, complete and accurate copies of any and
      all work product created or performed by Contractor or its Subcontractors
      under this Contract including, but not limited to reports, designs,
      drawings, tests, results, bills of material, data, software and source
      code (including, in each such case, source code that is included in any
      third party software delivered as part of the
  Work).

            


    

    
              

      
        
          	 	 F.              Royalty for  Mobile
      Chipset.  “Chipset Royalty” shall mean [***]
      ([***]%)
      of the Royalty Base per Mobile Chipset, with a minimum payment of
      [***]
      ($[***])
      per
      Mobile Chipset.  Contractor shall pay TerreStar the Chipset
      Royalty for each Mobile Chipset sold by or on behalf of Contractor to any
      entity other than TerreStar or a supplier for TerreStar,.  Such
      royalty obligation shall commence on the date that Contractor and
      TerreStar complete the performance of the Chipset Statement of Work
      through the Final Acceptance of [***]
      of
      the Satellite Chipset Work, including all associated payments by
      TerreStar, and shall terminate ten (10) years following Final Acceptance
      of [***]
      of the Satellite Chipset
      Work.  On a quarterly basis within thirty (30) days after the
      end of each quarter, Contractor shall submit to TerreStar (i) a report
      showing the calculation of all royalties due for such quarter and (ii)
      payment of all royalties attributable to
      such quarter. The Parties agree to negotiate in good faith to otherwise
      exploit the Foreground IP for the mutual benefit of both
      Parties.


        

        

          
            
              
                
                  This
Addendum and the information contained therein are confidential and proprietary
to TerreStar and Contractor and shall not

                  be
published or disclosed to any third party except as permitted by the Terms and
Conditions of this Addendum and the Contract.

                

              

            

            
              Page
12

              
                

              

            

            
              
              

            

          



      

    

    

     

     

    
      	 	
               

            	
              
                G.          
      Technology
      Evolution.  Through Chipset [***] Final
      Acceptance, Contractor shall notify TerreStar of any improvements that
      would benefit or improve the Satellite Chipset, that Contractor makes (i)
      in its general course of business, and (ii) for its other customers (each
      a “Technology Advance”), with disclosures under (ii) being subject to any
      of Contractor’s non-disclosure obligations under such other customer
      contracts.

              

            


    

     

    
      	 	
               

            	
              
                H.           
      Bankruptcy
      Provision.  All rights and licenses granted to TerreStar
      hereunder are, for purposes of Section 365(n) of the United States
      Bankruptcy Code (the “Bankruptcy Code”), licenses of intellectual property
      within the scope of Section 101 of the Bankruptcy
      Code.  Contractor acknowledges that TerreStar, as a licensee of
      such rights and licenses hereunder, will retain and may fully exercise all
      of its rights and elections under the Bankruptcy
      Code.

              

            


    

     

    
      	
               
      

            	
              I.            
      Right
      to Have Third Party
Manufacturer

            


    

     

    (1)           Escrow.  Promptly
upon completion of [***]
Satellite
Chipset HW DVT Complete
(FF1),
Contractor shall deposit, with a third party escrow agent, a complete set of all
Escrow Materials relating to Chipset Work on [***].  Promptly
upon completion of Final Sign Off of [***] for [***], Contractor
shall deposit,
with a third party escrow agent, a complete set of all of the Escrow Materials
relating to the Chipset Work on [***].    Contractor
shall update the Escrow Materials at each Milestone achieved and as changes are
otherwise made to any such items; provided that Contractor shall not be required
to provide such updates more than semi-annually, except with respect to an
update associated with a major new release of the Chipset
Design.  TerreStar may choose the escrow agent of its choice, subject
to Contractor’s approval, which shall not be unreasonably withheld, and
Contractor’s manufacturer shall act as the escrow agent with respect to the
foundry-related materials.  TerreStar shall have the right to access
the Escrow Materials in the escrow account with the prior written consent of
Contractor or in the event of a Release Condition. The Parties acknowledge and
agree that the escrow agreement referred to above is an agreement supplementary
to this Contract for purposes of Section 365(n) of the United States Bankruptcy
Code.  Upon TerreStar’s access of the Escrow Materials as the result
of a Release Condition, Contractor obligations to update the Escrow Materials
shall terminate.

    


    
      
        
          
            
              This
Addendum and the information contained therein are confidential and proprietary
to TerreStar and Contractor and shall not

              be
published or disclosed to any third party except as permitted by the Terms and
Conditions of this Addendum and the Contract.

            

          

        

        
          Page
13

          
            

          

        

        
          
          

        

      

    

     

    

    
       

       

      
        	 	                
      (2)           Manufacturing
      License Grant.  Subject to fulfillment by TerreStar of its
      obligations under this Agreement, Contractor hereby grants to TerreStar a
      non-exclusive, perpetual, worldwide, irrevocable license to Contractor
      Background IP and Contractor Foreground IP (but in each case, excluding
      Third Party Licensor IP) to use, have used, manufacture, have
      manufactured, sell, have sold and import the Satellite Chipset and
      Production Units for use on the TerreStar Network, and to copy,
      distribute, modify and create derivative works of any such Intellectual
      Property in furtherance of the foregoing.  Such license
      includes, but is not limited to, the right to sublicense the license
      rights set forth in this sub-paragraph (2) to third party design and
      manufacturing
subcontractors.


      

       

    

                                   

    (3)           Covenant
Not to Exercise.  TerreStar agrees that it shall not exercise the
license rights set forth in Article 13.I(2) unless and until (i) a Release
Condition (as defined in Article 13.I(4) below) occurs, and (ii) TerreStar has
paid all amounts due through (a) Provisional Acceptance with respect rights
related to [***], and
(b) Final Acceptance of [***]
of
the Chipset Work with respect to rights related to [***].

     

    (4)          
Release Conditions. The escrow agent shall provide the Escrow Materials to
TerreStar, upon request from TerreStar, should any of the events below
occur.  Each such event is a “Release Condition.”

     

    
      	
               
      

            	 	
              (a)   
          

            	
              Contractor
      is acquired by or merges with an entity that owns
      a Competing Satellite System, or if Contractor acquires a greater
      than[***]
      percent ([***]%)
      interest in an entity that owns a Competing Satellite System; or if
      Contractor enters into a joint venture or other comparable arrangement
      that owns a Competing Satellite
    System.

            
	 	 	(b)   
      	
              TerreStar
      terminates the Chipset Statement of Work or the Production Agreement for
      default;

            
	 	 	(c)   
      	Contractor is unable to pay its
      debts when due or otherwise ceases doing business in the ordinary
      course;
	 	 	(d)   
       	Contractor files a voluntary
      petition in bankruptcy or for a reorganization or to effect a plan or
      other arrangement with its creditors, files an answer to a creditor's
      petition or other petition against it for an adjudication in bankruptcy or
      for a reorganization admitting the material allegations thereof, or
      applies for or permits the appointment of a receiver, trustee or custodian
      for any substantial portion of its properties or assets, and such petition
      or proceeding is not dismissed within sixty (60) days of the filing or
      initiation thereof; or


    

     

    
      
        
          
            
              This
Addendum and the information contained therein are confidential and proprietary
to TerreStar and Contractor and shall not

              be
published or disclosed to any third party except as permitted by the Terms and
Conditions of this Addendum and the Contract.

            

          

        

        
          Page
14

          
            

          

        

        
          
          

        

      

    

     

    
      


       

       

                                                        (e)   
Contractor fails to offer Production Units at [***] in
accordance with Article 2.D (3).

       

    

    (5)  Royalty-Free.  The
license grant under Article 13.I(2) shall be royalty-free, unless the only
applicable Release Condition is under Article 13.I(4)(a) or 13.I(4)(e), in which
case TerreStar shall pay Contractor a royalty of [***]
percent
([***]%)
of the selling price for each Satellite Chipset or Production Unit manufactured
and sold by or on behalf of TerreStar or any of its sublicensees up to a maximum
of $[***]
(US)
per unit.

     

    (6)  Compensation
of Escrow Agent.  All fees, expenses, and charges of the escrow agent
in connection with the services it performs under this Contract shall be paid by
TerreStar.

     

    (7)  Third
Party Relationships.  Contractor
hereby grants to TerreStar the right, at TerreStar’s option and expense, (i) to
contract with Contractor’s manufacturer(s) of the Satellite Chipsets (“Chipset
Manufacturers”) to manufacture the Satellite Chip for TerreStar, and (ii) to
sublicense or assign the Third Party Licensor IP from the applicable Third Party
Licensor (to the extent Contractor has the right to sublicense or assign such
Third Party Licensor IP rights), in each case only in the event of a Release
Condition.  Contractor shall advise the Third Party Licensors and
Chipset Manufacturers in writing of this fact, shall use commercially reasonable
efforts to require the Third Party Licensors and Chipset Manufacturers to offer
to license such IP or perform such activities, respectively, on commercially
reasonable terms (including the escrow obligations described in Article 13.K),
to TerreStar in the event of a Release Condition (or to permit Contractor to
assign the applicable contract to TerreStar at no additional cost), and
Contractor shall not include any prohibition contrary to this Contract in any
agreement with the Third Party Licensors or Chipset
Manufacturers.  Contractor shall promptly inform TerreStar in writing
the extent to which the Third Party Licensors and Chipset Manufacturers fail to
agree to comply with the requirements described in this
Article.

     

     

    (8)
Limitation to Infringement Indemnification.  With respect to Satellite
Chipsets manufactured by TerreStar or its sublicensee pursuant to Article 13.I,
Contractor shall have no liability under Article 14 (IP Indemnification)
(i) to the extent that the IP Claim is based on the Third Party
Licensor Intellectual Property; and (ii) unless TerreStar elects to pay
Contractor a royalty, for any IP Claim if the rights under Article 13.I are
exercised as a result of a Release Condition under Article 13.I(4)(b), (c) or
(d).

    


    
      
        
          
            
              This
Addendum and the information contained therein are confidential and proprietary
to TerreStar and Contractor and shall not

              be
published or disclosed to any third party except as permitted by the Terms and
Conditions of this Addendum and the Contract.

            

          

        

        
          Page
15

          
            

          

        

        
          
          

        

      

    

     

    

     

     

    
      	 	 J.              Third Party Licensors.  No
      later than C-CDR, Contractor shall identify in writing to TerreStar all
      known third parties whose Intellectual Property Contractor contemplates
      incorporating in the Satellite Chipset or that is otherwise necessary for
      the manufacture of the [***].  Such known third party is a “Third
      Party
Licensor.”


    

     

    
      	
               
      

            	
              K.             Third
      Party IP Escrow.  Contractor shall use commercially reasonable
      efforts to require its Third Party Licensors to place the materials,
      software and documentation (similar to the Escrow Materials) to be
      provided by such Third Party Licensor, in an escrow account that includes
      release conditions substantially similar to the Release Conditions set
      forth in Article 13.I(4)(b)-(e) (such release conditions to be based upon
      events related to acts or omissions of Third Party Licensor, not
      Contractor), including the Third Party Licensor’s failure to support the
      licensed Intellectual Property.  Contractor shall promptly
      inform TerreStar in writing the extent to which the Third Party Licensors
      fail to agree to comply with the requirements described in this
      Article..

            


    

     

    
      	
               
      

            	
              L.            
      Universal,
      Integrated Chipset License. At TerreStar’s request and upon reasonable
      notice, Contractor shall grant TerreStar or its designee a royalty-bearing
      license to incorporate the Satellite Chipset software (excluding Third
      Party Licensor IP) into an Integrated Chipset manufactured by a third
      party and to support the integration of the Satellite Chipset Work into
      the Integrated Chipset.  Such license shall be pursuant to a
      separate, commercially reasonable agreement to be negotiated in good faith
      by TerreStar and Contractor (the “Integrated Chipset License
      Agreement”).  The Integrated Chipset License Agreement shall be
      subject to and shall include the provisions of Article
      4.B.  Contractor shall not take any action or make any agreement
      that would preclude TerreStar from being able to implement the Satellite
      Chipset IP into an Integrated Chipset (including any prohibiting third
      party licensor from contracting with
    TerreStar).

            


    

     

    17.           Article
16.B (TerreStar-Furnished Property and Facilities).  Article
16.B shall not apply to the Chipset Work.

     

    18.           Article
18.A (Liquidated Damages).  Article 18.A (Liquidated Damages)
is hereby amended to read as follows:

     

    A.           Liquidated
Damages.  In the event that the relevant
Key Milestone is not completed as specified therefor in Exhibit A by [***],
then Contractor shall pay liquidated damages, which are not intended to be, and
shall not be construed as, a penalty, for each calendar day of delay after [***].  Contractor
shall pay TerreStar:

     

    
      
        
          
            This
Addendum and the information contained therein are confidential and proprietary
to TerreStar and Contractor and shall not

            be
published or disclosed to any third party except as permitted by the Terms and
Conditions of this Addendum and the Contract.

          

        

      

      
        Page
16

        
          

        

      

      
        
        

      

    

     

    

    
 

    With
respect to the S-BSS Work, Ffor
each [***] ([***]) day period after November 30, 2008, liquidated damages for
each day of additional delay during such thirty-day period shall be equal to
[***] percent ([***]%) of the total S-BSS Purchase
Price multiplied by [***].

     

    With
respect to the Chipset Work, for each [***] ([***])
day
period after [***],
liquidated damages for each day of additional delay during such thirty-day
period shall be equal to [***]
percent
([***]%)
of the portion
of the Chipset Purchase Price applicable to [***]
of
the Chipset Work as set forth in Exhibit C2 (the “[***]
Chipset
Purchase Price”) multiplied
by [***].

     

    The total
accumulated liquidated damages payable by Contractor under this Contract for
delays in meeting the Key Milestone Date shall not exceed [***] percent
([***]%) of the total
S-BSS
Purchase Price
and
[***]
percent
([***]%)
of the [***]
Satellite
Chipset Purchase Price as applicable as
adjusted by any price impact resulting from changes to the respective Purchase
Price (for these purposes total Purchase Price will not include
the value of any options exercised under this Contract as listed in Exhibits D
and
D2).

     

     

    19.           Article
25 (Changes).  References to the S-BSS in Article 25 shall be
deemed to mean the S-BSS Work and
the Chipset Work.

     

    20.           Article
25.B(9) (Subsequent Decisions).  The Contract is hereby amended
to add the following as Article 25.B(9):

     

    
      	 	 	
               

            	
                             
      (9)      Subsequent
      Decisions.   In Exhibit B2 (Chipset
      Specifications), certain elements have not yet been finally
      determined.  These elements are noted as “TBD” “TBR” or by
      another indication that such element has not been finalized as of EDA
      (each a “TBD Element”).  If TerreStar gives Contractor written
      notice of TerreStar’s determination of a TBD Element prior to the date
      specified therefor in Exhibit A2 or B2 (such determination to be based on
      sound engineering principles), the firm fixed price set forth in Exhibit
      C2 (Pricing) shall not be subject to an increase, unless such TBD Element
      is expressly identified as an option in Exhibit D2
      (Options).  If TerreStar does not give such notice within the
      specified time period, completion of the Specifications with respect to
      that TBD Element such be subject to Articles 25.B(3) and
      25.B(4).

            


    

     

    
      
        
          
            This
Addendum and the information contained therein are confidential and proprietary
to TerreStar and Contractor and shall not

            be
published or disclosed to any third party except as permitted by the Terms and
Conditions of this Addendum and the Contract.

          

        

      

      
        Page
17

        
          

        

      

      
        
        

      

    

     

    

     

     

    21.           Order
of Precedent.  The Parties shall cooperate in good faith to
resolve any conflicts between the Exhibits associated with the S-BSS and
Exhibits associated with the Chipset Work, based on
the objective of TerreStar achieving a fully functional mobile communication
network using a satellite-terrestrial hybrid technologies.

     

    22.           Attachment
1 – Glossary.  The following terms in Attachment 1 (Glossary)
are hereby amended as follows:

     

    “Deliverable
Data” has
the meaning specified in Article 13.C(1)means
any technical data associated with any Deliverable
Item.

     

    “Final
Acceptance” means,
(i)
with respect to the S-BSS Work, successful completion of
Operational Verification Testing of [***],
and
(ii) with respect to the Chipset Work, “Final Acceptance” is as specified in
Article 5.C.

     

    “Final
Acceptance Testing” means
(i)
with respect to the S-BSS Work, the reviews and tests to be
conducted during the Operational Verification Phase for [***], including without
limitation as
part of the Operational Readiness Review and
the Operational Acceptance Review (all as further described in Exhibit A)
to determine whether the S-BSS Deliverable
Items associated with [***] conform with the Specifications and whether the
S-BSS
Work associated with [***] otherwise meets the requirements of this
Contract,
and
(ii) with respect to the Chipset Work, the reviews and tests to be conducted
during the Operational Verification Phase, including without limitation the
Operational Readiness Review (all as further described in Exhibit A2) to
determine whether the Satellite Chipset Deliverable Items associated with each
phase conform with the Specifications and whether the Chipset Work associated
with each phase otherwise meets the requirements of this
Contract.

     

    “Key
Milestone”
(i)
with respect to the S-BSS Work shall
mean Provisional Acceptance of
the S-BSS and (ii)
with respect to the Chipset Work shall mean Provisional Acceptance of
the Satellite Chipset Work.

     

    “Key
Milestone Date” shall mean the scheduled Milestone Date associated with
completion and TerreStar’s acceptance of the
relevant
Key Milestone, as set forth in
this Contract in
Exhibit A.

     

    “Major
Subcontract” means a subcontract related to the performance of this
Contract and valued at (i)
Two Million Five Hundred Thousand U.S. dollars (U.S.$2,500,000) or
more
with
respect to the S-BSS Work, and (i) One Million U.S. dollars (U.S.$1,000,000) or
more with respect to Chipset Work.

     

    
      
        
          
            This
Addendum and the information contained therein are confidential and proprietary
to TerreStar and Contractor and shall not

            be
published or disclosed to any third party except as permitted by the Terms and
Conditions of this Addendum and the Contract.

          

        

      

      
        Page
18

        
          

        

      

      
        
        

      

    

     

    

    
 

    “Preliminary
Design Review” (“PDR”) has the meaning specified in (i) Section
3.2.4 of Exhibit A
with
respect to the S-BSS Work, and (ii) Section 3.2.4.3 of
Exhibit
A-2 with respect to the Chipset Work.  PDR
with respect to the Chipset Work is also referred to as C-PDR.

     

    “Provisional
Acceptance” means,
(i)
with respect to the S-BSS Work, successful
completion of Operational Verification Testing for [***] (ORR Milestone),
and
(ii) with respect to the Chipset Work, successful completion of Satellite
Chipset [***] Operational
Verification Testing (ORR
Milestone).

     

    [***]

     

     

     

     

    [***]

     

     

     

     

    [***]

     

     

     

     

    23.           Attachment
1 – Glossary.  The Contract is hereby amended to add the
following terms to Attachment 1 (Glossary):

     

    “[***]”
has the meaning specified in Article 2.D.

     

    “Chipset
Purchase Price” means the portion of the Purchase Price applicable to the
Chipset Work, as set forth in Exhibit C2.

     

    “Chipset
Royalty” has the meaning specified in Article 13.F.

     

    “Chipset
Work” means the Work to be performed in connection with Exhibit A-2
(Chipset Statement of Work).

     

    “Escrow
Materials” means all
tangible embodiments of the Contractor Background IP and Contractor Foreground
IP with respect to the Satellite Chipset Work (excluding such items licensed by
the Third Party Licensors), including fabrication drawings for all proprietary
mechanical parts,  software (including object code and source code),
mask works, design specifications, schematics, assembly drawings, and any other
information that would be useful and necessary to
TerreStar to modify, manufacture, develop, distribute, support and/or maintain
the Satellite Chipsets, all to the extent that Contractor has not otherwise
delivered such items directly to TerreStar.

    
      
      

      
        
          
            
              This
Addendum and the information contained therein are confidential and proprietary
to TerreStar and Contractor and shall not

              be
published or disclosed to any third party except as permitted by the Terms and
Conditions of this Addendum and the Contract.

            

          

        

        
          Page
19

          
            

          

        

        
          
          

        

      

       

      

    

     

    “Integrated
Chipset” has the meaning specified in the Recitals to this
Addendum.

     

    “[***]
Chipset Purchase Price” has the meaning specified in Article
18.A.

     

    “Preliminary
Acceptance” has the meaning specified in Article 5.C(1)(a).

     

    “Production
Unit” means any chipset manufactured as a production unit and embodying
any Contractor Background IP or Foreground IP of Contractor.

     

    “Release
Condition” has the meaning specified in Article
13.I(4).

     

    “RF
Chipset” means one or more chips being procured from a third party by
TerreStar that will make up the RF portion of the MTs.

     

    “Satellite
Chipset” means the chips being developed by Contractor pursuant to this
Addendum that will make up the satellite baseband portion of the
MTs.

     

    “Satellite
Chipset Prototypes” means any prototype of the Satellite Chipset that is
deliverable under Exhibit A2 (Chipset Statement of Work).  Such
Satellite Chipsets are provided for testing purposes and for use by TerreStar’s
designated terminal vendor in connection with the development and integration of
the user terminals.

     

    “S-BSS
Purchase Price” means the portion of the Purchase Price applicable to the
S-BSS Work, as set forth in Exhibit C.

     

    “S-BSS
Work” means the Work to be performed in connection with Exhibit
A.

     

    “TerreStar
Alliance Partner” means any entity to whom TerreStar sublicenses the
intellectual property licensed by ATC Technologies LLP (or its successor) to
TerreStar.

     

    
      
        
          
            This
Addendum and the information contained therein are confidential and proprietary
to TerreStar and Contractor and shall not

            be
published or disclosed to any third party except as permitted by the Terms and
Conditions of this Addendum and the Contract.

          

        

      

      
        Page
20

        
          

        

      

      
        
        

      

    

     

    “Terrestrial
Baseband Chipset” means one or more chips being procured from a third
party by TerreStar that will make up the terrestrial baseband portion of the
MTs

     

    “Third
Party Licensor” has meaning specified in Article
13.J.


     

    II.           
Capitalized terms shall have the meaning ascribed to them in the Contract, and
the related Exhibits and Glossary attached to the Contract, as may be amended by
this Addendum.

     

    III.           This
Addendum and the Contract together constitute the entire agreement and
understanding between the Parties in connection with the transactions hereby
contemplated.  This Addendum supersedes all previous agreements,
arrangements and understandings between the Parties with regard to such
transactions.  Except as specifically amended in this Addendum, the
Contract remains in full force and effect, and is ratified and
confirmed.

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed by their duly authorized representatives as of the day and year first
above written.

     

     

    ACCEPTED:

     

    
      
        
          
            	TERRESTAR NETWORKS
      INC. 	 	HUGHES NETWORK SYSTEMS,
      LLC	 
	 	 	 	 
	By: 	
                    /s/
      Neil Hazard

                  	 	By:	
                    /s/
      Matthew Mohebbi

                  	 
	 	 	 	 	 	 
	Typed
      Name:	
                    Neil
      Hazard

                  	 	Typed
      Name:	
                    Matthew Mohebbi 

                  	 
	 	 	 	 
	
                    Title: 

                  	
                    Chief
      Financial Officer

                  	 	
                    Title:

                  	
                    Vice
      President

                  	 
	 	 	 	 	 	 
	Date:	May 3,
2007	 	Date:
      	May 3,
2007	 


          

        


 

    

    
      
        
          
            This
Addendum and the information contained therein are confidential and proprietary
to TerreStar and Contractor and shall not

            be
published or disclosed to any third party except as permitted by the Terms and
Conditions of this Addendum and the Contract.

          

        

      

      
        Page 21

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                  

                	 
      
	
                   

                  TerreStar
      Satellite Chipset SOW

                	 
      


        



      
        
          

        



                Exhibit
A-2

       

       

       

               TerreStar
Satellite Chipset

       

       

       

                Statement
of Work

       

       

               TSN_SAT_2_REQ-Satellite
Chipset SOW V 1.3

       

               May
2, 2007

       

       

       

                                                                              

         

        
          	 Hughes Network Systems,
      LLC	 	 	 
	
                  11717
      Exploration Lane

                	 	 	 
	 Germantown,
      Maryland 20876  	 	
                     /s/
      Matthew Mohebbi

                	 


        

         

      

      
      

       

      
        	 TerreStar Networks
      Inc.	 	 	 
	 One Discovery
      Place	 	 	 
	 12010 Sunset
      Hills Road, 6th Floor	 	 	 
	 Reston,
      Virginia  20190   	 	
                 /s/ Neil
      Hazard

              	 


      

       

                                                                           

      
        
          	
                  This
      document contains data and information proprietary to TerreStar Networks
      Inc. and Hughes Network Systems, LLC.  This data is being
      furnished pursuant to the provisions of the Contract between TerreStar
      Networks Inc. and Hughes Network Systems, LLC for the TerreStar Satellite
      Base Station Subsystem.  Hughes Network Systems, LLC and
      TerreStar Networks Inc. shall have the right to duplicate, use or disclose
      the data and information to the extent specified in the Contract and
      herein.

                   

                
	
                  Information
      included in this Exhibit may contain technical data
      controlled by the Export Administration Regulations ("EAR") and/or
      the International Traffic in Arms Regulations ("ITAR").  This
      document has not been cleared for export or transfer to a Foreign
      Person or foreign entity.

                   

                


        

      

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        TerreStar
Satellite Chipset SOW

         

        
          
            

          

        

      

       

      TABLE
OF CONTENTS

       

       

      
        
          	 Section	 	 	  Page 	 
	 	 	 	 	 
	
                  1.0   
      INTRODUCTION

                	 	 	1-1	 
	
                  1.1   
      PURPOSE AND OBJECTIVE

                	 	 	1-1	 
	
                  1.2   
      SCOPE

                	 	 	1-1	 
	 	 	 	 	 
	
                  2.0   
      APPLICABLE SPECIFICATIONS

                	 	 	2-1	 
	 	 	 	 	 
	
                  3.0   
      REQUIREMENTS

                	 	 	3-1	 
	
                  3.1   
      GENERAL REQUIREMENTS

                	 	 	3-1	 
	
                  3.1.1   
      Chipset Development

                	 	 	3-1	 
	
                  3.2   
      PROGRAM MANAGEMENT

                	 	 	3-1	 
	
                  3.2.1   
      Program Management Organization

                	 	 	3-1	 
	
                  3.2.1.1   
      Program Manager

                	 	 	3-1	 
	
                  3.2.1.2   
      Subcontracts

                	 	 	3-2	 
	
                  3.2.1.3   
      Program Communications

                	 	 	3-2	 
	
                  3.2.2   
      Program Plans

                	 	 	3-2	 
	
                  3.2.2.1   
      Program Management Plan

                	 	 	3-2	 
	
                  3.2.2.2   
      Program Schedule

                	 	 	3-2	 
	
                  3.2.3   
      Program Management Reviews, Meetings, and Status Reports

                	 	 	3-2	 
	
                  3.2.3.1   
      Kick-Off Meeting

                	 	 	3-2	 
	
                  3.2.3.2   
      Program Status

                	 	 	3-3	 
	
                  3.2.3.3   
      Monthly Program Management Reviews

                	 	 	3-3	 
	
                  3.2.3.4   
      Additional Management Reviews

                	 	 	3-3	 
	
                  3.2.4   
      Technical Reviews, Meetings, and Reports

                	 	 	3-3	 
	
                  3.2.4.1   
      General

                	 	 	3-3	 
	
                  3.2.4.2   
      C-SRR

                	 	 	3-3	 
	
                  3.2.4.3   
      C-PDR

                	 	 	3-3	 
	
                  3.2.4.4   
      C-CDR

                	 	 	3-4	 
	
                  3.2.4.5   
      Meeting Minutes

                	 	 	3-4	 
	
                  3.2.4.6   
      Additional Meetings

                	 	 	3-4	 
	
                  3.2.4.7   
      Readiness Reviews

                	 	 	3-4	 
	
                  3.3   
      DESIGN AND DEVELOPMENT

                	 	 	3-4	 
	
                  3.3.1   
      UMTS Compatibility

                	 	 	3-4	 
	
                  3.3.2   
      Export Compliance

                	 	 	3-4	 
	
                  3.3.3   
      System Engineering

                	 	 	3-5	 
	
                  3.3.3.1   
      System Design

                	 	 	3-5	 
	
                  3.3.3.2   
      Common Air Interface Specification

                	 	 	3-5	 
	
                  3.3.3.3   
      Interface Control Document

                	 	 	3-5	 
	
                  3.3.3.4   
      Analysis and Simulation

                	 	 	3-5	 
	
                  3.3.3.5   
      Control and Management

                	 	 	3-5	 
	
                  3.3.4   
      Software Design and Development

                	 	 	3-5	 
	
                  3.3.4.1   
      Software Development Plan

                	 	 	3-5	 
	
                  3.3.4.2   
      Contractor Developed Software

                	 	 	3-6	 
	
                  3.3.4.3   
      Software Development

                	 	 	3-6	 


        

         

        
          
            Use
or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

          

          
            ii

            
              

            

          

          
            
            

          

        

        
           

          

           

          
            TerreStar
Satellite Chipset SOW

             

            
              
                

              

            

          

        

         

        
          	
                  3.3.4.4   
      Software Design Documentation

                	 	 	3-6	 
	
                  3.3.4.5   
      Software Test

                	 	 	3-6	 
	
                  3.3.5   
      Hardware Design and Test

                	 	 	3-6	 
	
                  3.3.5.1   
      Hardware Development Plan

                	 	 	3-6	 
	
                  3.3.5.2   
      Contractor Developed Hardware

                	 	 	3-7	 
	
                  3.3.5.3   
      [***] Hardware

                	 	 	3-7	 
	
                  3.3.5.4   
      [***] Hardware

                	 	 	3-7	 
	
                  3.3.5.5   
      Hardware Test

                	 	 	3-7	 
	
                  3.4   
      PRODUCTION AND IMPLEMENTATION

                	 	 	3-7	 
	
                  3.4.1   
      Production Process, Quality Assurance, and Configuration
      Management

                	 	 	3-7	 
	
                  3.4.2   
      COTS

                	 	 	3-8	 
	
                  3.4.2.1   
      COTS Procurement

                	 	 	3-8	 
	
                  3.4.2.2   
      COTS Performance Verification

                	 	 	3-8	 
	
                  3.4.2.3   
      COTS Post Installation Testing

                	 	 	3-8	 
	
                  3.5   
      TECHNICAL AND OPERATIONAL VERIFICATION PHASES

                	 	 	3-8	 
	
                  3.5.1   
      General

                	 	 	3-8	 
	
                  3.5.2   
      Test Objectives

                	 	 	3-9	 
	
                  3.5.3   
      Design Verification

                	 	 	3-9	 
	
                  3.5.4   
      Device Qualification Test

                	 	 	3-9	 
	
                  3.5.5   
      UE Integration

                	 	 	3-9	 
	
                  3.5.6   
      Integration with Additional terminals

                	 	 	3-10	 
	
                  3.5.7   
      Test Discrepancies

                	 	 	3-10	 
	
                  3.5.8   
      Test Reports

                	 	 	3-10	 
	
                  3.5.9   
      Technical Verification (reference S-BSS SOW section 4.2.8)

                	 	 	3-10	 
	
                  3.5.9.1   
      Technical Verification Review Purpose

                	 	 	3-10	 
	
                  3.5.9.2   
      Technical Verification Review Scope

                	 	 	3-10	 
	
                  3.5.9.3   
      Technical Verification Review Deliverables

                	 	 	3-10	 
	
                  3.5.9.4   
      Technical Verification Review Success Criteria

                	 	 	3-10	 
	
                  3.5.10   
      Operational Verification (reference S-BSS SOW section 3.5, 3.9, and
      4.3)

                	 	 	3-11	 
	
                  3.5.10.1   
      Operational Readiness Review (ORR)

                	 	 	3-11	 
	
                  3.5.10.2   
      Operational Readiness Review Purpose

                	 	 	3-11	 
	
                  3.5.10.3   
      Operational Readiness Review Scope

                	 	 	3-11	 
	
                  3.5.10.4   
      Operational Readiness Review Deliverables

                	 	 	3-11	 
	
                  3.5.10.5   
      Operational Readiness Review Success Criteria

                	 	 	3-11	 
	
                  3.6   
      COMPONENT DELIVERABLES

                	 	 	3-12	 
	
                  3.6.1   
      [***] Reference Design

                	 	 	3-12	 
	
                  3.6.2   
      [***] Platform

                	 	 	3-12	 
	
                  3.7   
      DOCUMENTATION

                	 	 	3-13	 
	
                  3.7.1   
      Documentation Descriptions

                	 	 	3-15	 
	
                  3.7.1.1   
      Program Master Phasing Schedule

                	 	 	3-15	 
	
                  3.7.1.2   
      Program Management Plan

                	 	 	3-15	 
	
                  3.7.1.3   
      Product Assurance Plan

                	 	 	3-15	 
	
                  3.7.1.4   
      System Engineering Design Plan

                	 	 	3-15	 
	
                  3.7.1.5   
      Software Development Plan

                	 	 	3-15	 
	
                  3.7.1.6   
      Hardware Development Plan

                	 	 	3-15	 
	
                  3.7.1.7   
      Data Management Plan

                	 	 	3-15	 
	
                  3.7.1.8   
      System Performance Specification

                	 	 	3-16	 


        

         

        
          
            Use
or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

          

          
            iii

            
              

            

          

          
            
            

          

        

         

        
          

           

          
            TerreStar
Satellite Chipset SOW

             

            
              
                

              

            

          

        

         

        
          
            
              
                
                  
                    	
                            3.7.1.9   
      Interface Control Document

                          	 	 	3-16	 
	
                            3.7.1.10   
      Hardware Requirements Document

                          	 	 	3-16	 
	
                            3.7.1.11   
      Software Requirements Document

                          	 	 	3-16	 
	
                            3.7.1.12   
      Integration and Test Plan

                          	 	 	3-16	 
	
                            3.7.1.13   
      Specification Traceability Matrix

                          	 	 	3-16	 
	
                            3.7.1.14   
      Hardware and Software Design Specifications

                          	 	 	3-16	 
	
                            3.7.1.15   
      Manufacturing QA Plan

                          	 	 	3-17	 
	
                            3.7.1.16   
      System Test Procedures

                          	 	 	3-17	 
	
                            3.7.1.17   
      Test Reports

                          	 	 	3-17	 
	
                            3.7.1.18   
      Project Status Reports

                          	 	 	3-17	 
	
                            3.7.1.19   
      Support Plan

                          	 	 	3-17	 
	
                            3.7.1.20   
      [***] Data Sheet

                          	 	 	3-17	 
	
                            3.7.1.21   
      [***] Procurement Specification

                          	 	 	3-17	 
	
                            3.8   
      CHIPSET PRICE ESTIMATES

                          	 	 	3-17	 
	
                            3.9   
      CUSTOMER FURNISHED ITEMS

                          	 	 	3-17	 
	
                            3.9.1   
      User Terminal Chipset, Vocoder, and Support

                          	 	 	3-17	 
	
                            3.9.2   
      User Terminals using [***] and [***] Satellite Baseband
      Hardware

                          	 	 	3-19	 
	
                            3.9.3   
      CFE Design Materials Deliverables

                          	 	 	3-19	 
	
                            3.9.3.1   
      [***]

                          	 	 	3-19	 
	
                            3.9.3.2   
      [***]

                          	 	 	3-20	 
	
                            3.10   
      DEVELOPMENT FLOW

                          	 	 	3-21	 
	
                            3.10.1   
      [***] Development

                          	 	 	3-21	 
	
                            3.10.2   
      [***] Development

                          	 	 	3-23	 
	 	 	 	 	 
	
                            4.0   
      PROJECT SCHEDULE

                          	 	 	4-1	 
	
                            4.1   
      FULL REVENUE SERVICE

                          	 	 	4-4	 


                  

                

              

            

          

        

      

       

       

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          iv

          
            

          

        

        
          
          

        

      

       

      
        

         

        
          TerreStar
Satellite Chipset SOW

           

          
            
              

            

          

        

      

       

      
        LIST
OF FIGURES

      

       

      
        
          	
                  Figure

                	 	
                  Page

                	 
	 
      	 	 	 
	
                  Figure
      3-1 Chipset Test Objectives

                	 	 	3-9	 
	Figure
      3-3   [***] Development	 	 	3-23	 


        

      

       

       

       

       

       

       

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          v

          
            

          

        

        
          
          

        

      

       

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
        
          

           

          
            TerreStar
Satellite Chipset SOW

             

            
              
                

              

            

          

        

         

      

      
        LIST
OF TABLES

        


        
          	 Table	 	 	Page 	 
	 	 	 	 	 
	
                  Table
      3-1.   Contract Deliverable Schedule

                	 	 	3-14	 
	
                  Table
      3-2.   User Terminal Chipset, Vocoder and
      Support

                	 	 	3-18	 
	
                  Table
      3-3.   User Terminals using [***] and [***] Satellite
      Baseband Hardware

                	 	 	3-19	 
	
                  Table
      3-4.  CFE Design Materials Deliverables -- [***]

                	 	 	3-20	 
	
                  Table
      -3-5.   CFE Design Materials Deliverables --
      [***]

                	 	 	3-20	 
	
                  Table
      4-1.   Satellite Chipset Master Project
      Milestones

                	 	 	4-1	 


        

         

         

         

         

         

         

        
          
            Use
or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

          

          
            vi

            
              

            

          

          
            
            

          

        

         

        
        

        
        

        
        

        
        

        
        

        

      

      
         

        
          TerreStar
Satellite Chipset SOW

           

          
            
              

            

          

        

      

       

      REVISION
HISTORY

      


      
        
          	
                  Date

                	
                  Version

                	
                  Description

                	
                  Author

                
	
                  [***]

                	
                  0.1

                	
                  Initial
      Draft

                	
                     
      [***]

                
	
                  [***]

                	
                  0.2

                	
                  Draft

                	
                     
      [***]

                
	
                  [***]

                	
                  0.3

                	
                  Preliminary

                	
                     
      [***]

                
	
                  [***]

                	
                  0.5

                	
                  Various
      Negotiation Updates.  Made Consistent with S-BSS
    SOW

                	
                     
      [***]

                
	
                  [***]

                	
                  1.0

                	
                  Initial
      Release with Contract

                	
                     
      [***]

                
	
                  [***]

                	
                  1.2

                	
                  Final
      Release Version with Contract

                	
                     
      [***]

                
	
                  [***]

                	
                  1.3

                	
                  Final
      Release Version with Contract (with additional HNS
Changes)

                	
                     
      [***]

                


        

      

      


       

       

       

      
 

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          vii

          
            

          

        

        
          
          

        

      

       

      
        
        

        
        

        
        

        
        

        
        

        

        
           

          
            TerreStar
Satellite Chipset SOW

             

            
              
                

              

            

          

        



      1.0   INTRODUCTION

       

      
         

          
            

          

        

        
          	
                   
      

                	
                  1.1   PURPOSE
      AND OBJECTIVE

                


        

         

      

      This
statement of work (SOW) is written as an amendment to the Satellite Base Station
Subsystem (S-BSS) Contract.  It adds the tasks necessary to complete
one of the final critical components of the operational TerreStar Network (TSN),
user equipment (UE) comparable in size to today’s terrestrial cellular systems
for communication over the TSN.

       

      The
Contractor shall supply the GMR-3G Satellite Chipset (the “Chipset”) Platform
(Satellite Baseband hardware and the SW Platform) to TerreStar and shall support
the TerreStar chosen terminal Vendor who will integrate, manufacture, and supply
TerreStar reference terminals based on the technology from
Contractor.  In addition, the Contractor shall perform all tasks
necessary to support the integration, test, troubleshooting, and resolution of
all problems associated with the Chipset from start of integration with the
terminal supplier through handset certification for [***] and from the start of
integration with the S-BSS through Provisional and Final Acceptance for
[***].

       

      To
eliminate any doubt about this Chipset Amendment, TerreStar’s intent with this
SOW is that the Contractor deliver satellite chipsets fully integrated with the
S-BSS that are capable of the required functionality from both the S-BSS and the
Chipset specifications as defined in this contract, as amended, when operating
from a terminal vendor supplied UE.

      
         

        
          
            

          

        

        
          	
                   
      

                	
                  1.2   SCOPE

                


        

         

      

      The
contractor shall be responsible for the design and development of the Chipset
within the timeframe defined in the milestone schedule. The schedule is based on
a [***] defined as [***]. [***] deliver an interim solution designed to provide
market ready handsets to meet the stringent start of revenue service milestones
of TerreStar.  [***] also includes several SW releases to build
functionality.  [***] shall be certified and available for revenue
service with the S-BSS functionality as modified through [***] and [***] at
Provisional and Final Acceptance.  [***] focuses on [***] solution
intended to be a mid term solution on a technology roadmap that leads to a
universal chipset. [***] SW shall include the full functionality in the S-BSS
and Chipset specifications as modified through [***], [***], and
[***].  In general the scope of the development is as
follows:

       

      The
Contractor:

       

      
        	
                 
      

              	
                ·

              	
                Integrated
      Program Management between the S-BSS and the
  Chipset

              


      

      
        	
                 
      

              	
                ·

              	
                Systems
      engineering and evaluation of terminal
chipsets

              


      

      
        	
                 
      

              	
                ·

              	
                Implement
      the S-BSS developed Common Air Interface and design the necessary SW
      modules for the Satellite mode protocol in the
  UE

              


      

      
        	
                 
      

              	
                ·

              	
                Satellite
      mode baseband chip design ([***])

              


      

      
        	
                 
      

              	
                ·

              	
                Evaluation
      of terrestrial RF chipset

              


      

      
        	
                 
      

              	
                ·

              	
                Development
      of software for satellite mode layers access stratum and
    below

              


      

      
        	
                 
      

              	
                ·

              	
                Integration
      of satellite mode

              


      

      
        	
                 
      

              	
                ·

              	
                Support
      for integration of satellite mode with terrestrial
  mode

              


      

      
        	
                 
      

              	
                ·

              	
                [***]
      Prototype Design, Development, Integration, and
  Test

              


      

      
        	
                 
      

              	
                ·

              	
                [***]
      Prototype Design, Development, Integration, and
  Test

              


      

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          1-1

          
            

          

        

        
          
          

        

      

       

      
        
        

        
        

        
        

        
        

        
        

        

        
           

          
            TerreStar
Satellite Chipset SOW

             

            
              
                

              

            

          

        

      

      ·      Documentation

      
        	
                 
      

              	
                ·

              	
                Management
      of [***], release to production, and ongoing
  production

              


      

       

      TerreStar:

       

      
        	
                 
      

              	
                ·

              	
                Overall
      Terminal design

              


      

      
        	
                 
      

              	
                ·

              	
                Selection/supply
      of baseband terrestrial chipset (ATC
baseband)

              


      

      
        	
                 
      

              	
                ·

              	
                Selection/supply
      of RF chipset

              


      

      
        	
                 
      

              	
                ·

              	
                Processor
      and software for terminal, including:  non-access stratum; ATC
      access stratum; applications including voice codecs and other required
      terminal features and functions (layers access stratum and
      below)

              


      

      
        	
                 
      

              	
                ·

              	
                Staged
      supply of prototype User Equipment to the Contractor for integration
      purposes.

              


      

      
        	
                 
      

              	
                ·

              	
                Access
      to satellite payload links as agreed in the S-BSS
  SOW.

              


      

       

       

       

       

       

       

      
        
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or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
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            TerreStar
Satellite Chipset SOW

             

            
              
                

              

               

            

          

        

      

      2.0   APPLICABLE
SPECIFICATIONS

       

      The
Chipset development shall conform to the requirements in the following
specifications:

      


      
        	
                 
      

              	
                ·

              	
                Exhibit
      B, TSN_SAT_2_TRD-S-BSS Functional
Requirements

              


      

      


      
        	
                 
      

              	
                ·

              	
                Exhibit
      B2, TSN_SUB_2_TRD-Satellite Chipset Functional
  Requirements

              


      

      


      
        	
                 
      

              	
                ·

              	
                [***]

              


      

      


      
        	
                 
      

              	
                ·

              	
                TSN
      User Web Interface Specification (to be provided NLT
  C-PDR)

              


      

      


      The
following documents are included as reference documents to ensure all components
of the satellite segment are designed in a consistent manner where
applicable.

       

       

      
        	
                 
      

              	
                ·

              	
                H34755_06-TS-0046-R1_Network
      Management Architecture – SBAS Network Management
    Architecture

              


      

       

      
        	
                 
      

              	
                ·

              	
                H34932_06-TS-0059-R1_SBAS
      to NOMC ICD – SBAS to Network Operations Center
  ICD

              


      

       

      
        	
                 
      

              	
                ·

              	
                H34924_06-TS-0060-R1_Resource
      Management to SBAS ICD – Radio Resource Manager to SBAS
  ICD

              


      

       

      
        	
                 
      

              	
                ·

              	
                H35290_06-TS-0062-R2_FES
      and Satellite ICD – Feeder Link Earth Station to TS-1 Satellite
      ICD

              


      

       

      
        	
                 
      

              	
                ·

              	
                H35012
      _06-TS-0066-R1_CMS to GBBF ICD – Control and Management System to Ground
      Based Beam Former ICD

              


      

       

      
        	
                 
      

              	
                ·

              	
                ETSI
      TS 376-4-12 V2.2.1

              


      

       

      
        
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or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          2-1

          
            

          

        

        
          
          

        

      

       

      
        
        

        
        

        
        

        
        

        
        

        

        
           

          
            TerreStar
Satellite Chipset SOW

             

            
              
                

              

            

          

        

      

       

      3.0   REQUIREMENTS

       

       

      
        
          
            

          

        

        3.1   GENERAL
REQUIREMENTS

         

      

      3.1.1   Chipset
Development

       

      The
Contractor shall perform all tasks necessary to design, prototype, develop,
implement, test, support integration of the Chipset with the terminal vendor and
the S-BSS, and release a Chipset which meets the requirements set forth in this
SOW, the Chipset Technical Specification, and the certification requirements
that relate to the satellite portion of the UE.

       

      The
Chipset development [***].  In [***], the Chipset shall be developed
using [***] to minimize development effort and to reduce risk in meeting TSN
operational requirements. Features are required to be compatible with and
provide the full S-BSS [***] functionality.  Upgrades shall be
developed to be compatible with and provide the full S-BSS [***] functionality
certified and ready for revenue service at S-BSS Final Acceptance.  In
[***], the Chipset is integrated [***] that supports the full S-BSS and CAI
functionality as defined in the TerreStar Network requirements specified in
Exhibit B and B2 of this Contract as modified with the O3M,  C-PDR,
and P6M functionality.

       

      The major
releases and the functionality of the Chipset in [***] are provided in the
following table.  The major program milestones are contained in
section 4.0   .

      


      
        	
                 

                [***]

                 

                 

                [***]

                 

              	
                 

                 

                [***]

              	
                [***]

                 

                 

              	
                [***]

                 

                 

              
	
                 

                [***]

                 

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

                 

                 

                 

                 

              


      

      


      
        
          
            

          

        

      

      
        3.2   PROGRAM
MANAGEMENT

      

       

      3.2.1   Program
Management Organization

       

      3.2.1.1   Program
Manager

       

      The S-BSS
dedicated program manager shall assume responsibilities for accomplishment of
all the tasks defined in this SOW.  This shall include planning,
directing, controlling, and reporting progress on all program activities from
contract award through [***] UE Certification.

       

      There
will be a single Executive Engineering Manager overseeing the chipset and S-BSS
activities.

       

      
        
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or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          3-1

          
            

          

        

        
          
          

        

      

       

      
        
        

        
        

        
        

        
        

        
        

        

        
           

          
            TerreStar
Satellite Chipset SOW

             

            
              
                

              

            

          

        

      

      3.2.1.2   Subcontracts

       

      If the
Contractor elects to subcontract portions of the contract, the Contractor shall
provide technical and administrative subcontract management sufficient to ensure
successful performance of all subcontracts.  Successful performance is
delivery of the required products on time, with full compliance to the technical
specifications.  Procurement specifications shall be generated for all
subcontracts to assure compliance with the standards and requirements of this
contract.  The Contractor shall ensure that maintenance and support is
provided, either by his own or subcontractor personnel, through successful
completion of UE certification for [***] and through the warranty
period.

       

      3.2.1.3   Program
Communications

       

      The
Program Manager shall be the principal interface between the Program and the
Contractor’s corporate organization, the Contractor and Subcontractors (if
applicable), and between the Contractor and the TerreStar Program Office for all
matters relating to the contract.  The Program Manager shall also
serve as the focal point for the identification and resolution of all
problems.

       

      3.2.2   Program
Plans

       

      3.2.2.1   Program
Management Plan

       

      The
Contractor shall update the S-BSS Program Management Plan (PMP) to include the
Chipset Program activities.  The update, at a minimum, shall describe
the organizational structure changes and any changes to contractual and
technical lines of communication; update program responsibilities; update the
management objectives and priorities and any risk areas; update the risk
management process, if required; update personnel and staffing profiles and any
plans for using subcontractors; update all program interfaces, including any
subcontractor interfaces; update the documentation control and configuration
management processes, if required; and update the quality assurance processes,
if required.

       

      The PMP
updates shall be submitted at the Chipset Amendment Kick-Off
Meeting.  The Program Manager shall manage the Chipset program in
accordance with the approved PMP.

       

      3.2.2.2   Program
Schedule

       

      The
Contractor shall update the Master Schedule with Chipset tasks/milestones and
shall develop and maintain Detailed Chipset Program Schedules.  The
Master Schedule shall clearly identify all key milestones including all
hardware, software, and data deliveries, all TerreStar-furnished items and the
date required, all deliveries to the terminal vendor and the date required, and
major technical and programmatic reviews.  The Detailed Program
Schedules shall be used by the contractor to plan all tasks, task dependencies,
and critical path.  The Detailed Program Schedules shall be updated
monthly to reflect program progress and provided to the TerreStar PMO with the
monthly status report.

       

      The
Contractor may maintain a separate Master Schedule for the Chipset development,
however, the program interdependencies between the S-BSS development and the
Chipset development shall be contained in each schedule.

       

      3.2.3   Program
Management Reviews, Meetings, and Status Reports

       

      3.2.3.1   Kick-Off
Meeting

       

      The
Contractor shall conduct a Program Kick-Off Meeting as scheduled in section
4.0    after contract amendment go ahead to ensure a mutual
understanding on all contractual requirements incorporated into the negotiated
contract and the Contractor’s Program Plan.  The meeting shall review
the total program including contractual, technical, schedule, business conduct,
and risk and mitigation plans and how the Chipset development is coordinated and
synchronized with the S-BSS development.  Business conduct
subjects
would include topics such as: lines of authority and communication, meeting
formats, TerreStar/Contractor Responsibilities, scope change process,
etc.  The Contractor shall present a preliminary cost of the [***]
production Chipset.  If the preliminary cost is greater than the
target cost contained in the contract, the Contractor shall review all cost
elements that are the basis of the cost estimate and propose potential cost
reduction opportunities.  The Contractor shall deliver a Kick-Off
Meeting data package one week prior to the meeting that includes all the draft,
preliminary, and final documents listed in Table 3-1.

       

      
        
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or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          3-2

          
            

          

        

        
          
          

        

      

       

      
        
        

        
        

        
        

        
        

        
        

        

        
           

          
            TerreStar
Satellite Chipset SOW

             

            
              
                

              

            

          

        

      

      3.2.3.2   Program
Status

       

      The
Contractor shall provide TerreStar full visibility into all Chipset contractual
efforts through both formal and informal communications.  The formal
communications shall be in the form of monthly program reviews, ad hoc meetings
to discuss contractual issues, and monthly written reports.  The PMP
shall specify which metrics will be used to certify milestone
completion.  When reasonable, S-BSS and Chipset formal meetings shall
be combined.

       

      3.2.3.3   Monthly
Program Management Reviews

       

      The
Contractor shall conduct Monthly Program Management Reviews (PMR) in conjunction
with the S-BSS PMR.  Content of the PMR shall be as described in the
S-BSS SOW section 3.2.3.3.

       

      3.2.3.4   Additional
Management Reviews

       

      Additional
program management meetings shall be scheduled as required to insure TerreStar
is fully apprised of status and risk issues that might impact Chipset
functionality or delivery date.

       

      3.2.4   Technical
Reviews, Meetings, and Reports

       

      3.2.4.1   General

       

      The
Contractor shall conduct formal reviews to provide TerreStar an assessment of
system performance.  These reviews shall include a System Requirements
Review (C-SRR), a Preliminary Design Review (C-PDR), a Critical Design Review
(C-CDR) [***], and a Chipset Design Verification Test Review [***].

       

      3.2.4.2   C-SRR

       

      The
Contractor shall conduct the C-SRR at a mutually agreed time to select and
present the design concept, to review preliminary trade study results, prototype
status, the program schedule, and risk reduction efforts. The Contractor shall
deliver an C-SRR Data Package one week prior to the meeting that includes all
the draft, preliminary, and final documents listed in Table 3-1.

       

      3.2.4.3   C-PDR

       

      The
Contractor shall conduct a C-PDR at a mutually agreed time.  The
Contractor shall: review the preliminary design, the air interface, and link
budgets; demonstrate achievability of critical designs; present the final
Chipset requirements, the final prototyping results of all critical units, the
program master schedule, the risk assessment and the risk mitigation plans. The
Contractor shall present the final cost of the [***] production Chipset as
mutually agreed.  The Contractor shall deliver a C-PDR data package
two weeks prior to the meeting that includes all the draft, preliminary, and
final documents listed in Table
3-1.

       

      
        
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or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
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            TerreStar
Satellite Chipset SOW

             

            
              
                

              

            

          

        

      

       

      3.2.4.4   C-CDR

       

      The
Contractor shall conduct C-CDRs ([***]) at a mutually agreed
time.  The Contractor shall present data that verifies the final
design meets the Chipset Performance Specification, including link budgets, the
results of all remaining trade studies, the C-PDR risk mitigation results, the
program master schedule, and the Chipset test and qualification
plan.  The Contractor shall deliver C-CDR data packages two weeks
prior to the meeting that includes all the draft, preliminary, and final
documents listed in Table
3-1.

       

      3.2.4.5
Certification Go/No Go Review

      


      The
Contractor shall support a UE Certification Go/No go Review held by the Terminal
Vendor.  The Contractor shall present the results of the Chipset
integration and test activities with the Terminal Vendor and the S-BSS including
a functionality mapping of Chipset and S-BSS, all open problem reports with a
closure plan, certification support activities and expected certification
results.  The Contractor shall provide a Go/No Go recommendation for
proceeding to UE certification.

       

      3.2.4.5   Meeting
Minutes

       

      The
Contractor shall provide reports and/or minutes for each of the technical
reviews including a listing of action items with specific closure dates for each
item.  All engineering assumptions and agreements made or reached
during the technical meetings shall be documented in the minutes.

       

      3.2.4.6   Additional
Meetings

       

      The
Contractor or TerreStar may schedule additional meetings to provide a technical
interchange on topics requiring a greater level of detail or involvement of
technical specialists.  An agenda for each technical interchange
meeting (TIM) shall be generated and copies distributed to all participants one
week prior to the TIM.  The Contractor shall prepare minutes of each
TIM, including the assigned action item list, and deliver a copy to TerreStar
within one week after the TIM.

       

      3.2.4.7   Readiness
Reviews

       

      The
Contractor shall conduct Test Readiness Reviews prior to formal tests defined in
Section 3.5 of this SOW.

       

      
        
          

        

      

      
        
          	
                   
      

                	
                  3.3   DESIGN
      AND DEVELOPMENT

                


        

         

      

      The
Contractor shall perform the system engineering, software design and
development, hardware design and development, and prototyping efforts necessary
to ensure that the Chipset satisfies all of the functional and performance
requirements set forth in the Chipset Procurement Specification and that the
Chipset as designed will be fully operational with the S-BSS.

       

      3.3.1   UMTS
Compatibility

       

      The
Contractor shall provide a roadmap for Chipset upgrade from [***] to UMTS [***]
in conjunction with the S-BSS roadmap as described in the S-BSS SOW section
3.3.1.

       

       

      3.3.2   Export
Compliance

       

      In
conjunction with the S-BSS export compliance analysis (ref S-BSS SOW section
3.3.2), the Contractor shall perform an analysis of the Chipset components and
shall determine the applicable export compliance regulations
(e.g. International Traffic in Arms Regulations (ITAR) or Export Authorization
Regulations (EAR).  A preliminary assessment shall be made by the
Kick-Off Meeting.  Final rulings from the appropriate export control
authorities shall be received NLT C-PDR.

       

      
        
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or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
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            TerreStar
Satellite Chipset SOW

             

            
              
                

              

            

          

        

      

      3.3.3   System
Engineering

       

      The
Contractor shall establish a system engineering office within the Chipset
program organization and shall maintain this office throughout the duration of
the program.  This office shall implement and maintain the System
Design Plan approved at the Kick-Off Meeting, and shall ensure that all design
activities are conducted in accordance with the provisions of the
plan.

       

      The
system engineering office shall have the overall responsibility of ensuring that
the Chipset is in full compliance with the functional and performance
requirements and that it is fully operational with the S-BSS.  The
Contractor’s system engineering office shall perform the following specific
tasks and others as necessary.

       

      3.3.3.1   System
Design

       

      The
Contractor shall develop, in accordance with the design plan and the Chipset
Functional specification, a Chipset concept and top level subsystem design and
shall document that design in the System Performance Specification
(SPS).  The system design functions shall be allocated to hardware,
software, and procedures, and documented in the Hardware Requirements Document
and the Software Requirements Document.  User Interface concepts shall
be fully documented and coordinated with the Terminal Vendor and
TerreStar.

       

      The
Contractor shall ensure that the satellite chipset platform interfaces with the
selected RF Chipset platform and other handset components to meet the TerreStar
link budget requirements.

       

      3.3.3.2   Common
Air Interface Specification

       

      The
Contractor shall ensure the Chipset design supports the GMR-3G CAI developed
under the S-BSS SOW (ref BSS SOW section 3.3.3.2).

       

      3.3.3.3   Interface
Control Document

       

      The
Contractor shall develop an ICD that defines external and internal interfaces
and is compatible with the terminal vendor interfaces.

       

      3.3.3.4   Analysis
and Simulation

       

      The
Contractor shall perform analysis, simulation and modeling necessary to ensure
that the Chipset meets the performance requirements.  The results of
these studies shall be presented at C-PDR.  The Analysis and
Simulation Plan shall be presented and agreed to at C-SRR.

       

      3.3.3.5   Control
and Management

       

      The
Contractor shall ensure the Chipset is compatible with the TerreStar Subscriber
Web Interface and that the satellite component of the UE can accept user
configuration parameters from that interface.  Design to be agreed at
C-PDR.

       

      3.3.4   Software
Design and Development

       

      3.3.4.1   Software
Development Plan

       

      The
Contractor shall provide a Software Development Plan (SDP) in accordance with
paragraph 3.7.1.5 of this SOW.  The S/W development shall be
managed in accordance with the SDP through delivery of [***].  The
Contractor shall support the integration and testing of the satellite chipset
into the UE and the S-BSS.

       

      
        
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or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
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            TerreStar
Satellite Chipset SOW

             

            
              
                

              

            

          

        

      

      3.3.4.2   Contractor
Developed Software

       

      The
Contractor shall design, code, integrate, test, deliver, and repair all the
software required for Chipset operation and maintenance, including, over-the-air
software installation in accordance with the Chipset specification to update the
UE for full S-BSS [***] Functionality. The Contractor shall specify the software
language to be used.

       

      3.3.4.3   Software
Development

       

      Where
Contractor-developed software or Contractor-modified commercially available,
off-the-shelf software is used as part of the design, the S/W shall be developed
or modified in accordance with the Contractor’s approved SDP. The Contractor
shall provide all licenses and documentation required for system operation. S/W
developed or modified under this contract, including all related documentation
and source code, shall be delivered as described in the Contract.

       

      3.3.4.4   Software
Design Documentation

       

      The
Contractor shall document functional software requirements in the Software
Design Specification, validating the traceability of the requirements from the
System Performance Specification. The Software Design Specification detail shall
be sufficient to ensure a common understanding of the requirements; ensure that
requirements are complete, consistent, and testable; and define the inputs and
outputs for every function. The software shall be designed, selected, or
developed to facilitate life-cycle maintenance and over-the-air UE modification
and updating in accordance with the specification.

       

      3.3.4.5   Software
Test

       

      The
Contractor shall generate and use test plans, procedures, and reports to verify
that each software configuration item (SWCI) performs in accordance with
individual SWCI test specifications and the CI interface requirements. TerreStar
shall have the right to observe and monitor the CI tests. Following completion
of testing, the Contractor shall document the test results, deviations from test
procedures, and all software anomalies and submit a report to
TerreStar.

       

      The
Contractor shall support Chipset integration and test with the UE and the
S-BSS.  The Contractor shall provide all necessary test tools and
equipment to support Chipset integration and test with the UE and the
S-BSS.

       

      3.3.5   Hardware
Design and Test

       

      3.3.5.1   Hardware
Development Plan

       

      The
Contractor shall provide a Hardware Development Plan (HDP) in accordance with
paragraph 3.7.1.6   of this SOW.  The H/W
development shall be managed in accordance with the HDP through delivery of all
functionality releases of the Chipset Program.

       

      All
hardware designed or modified, developed, manufactured, assembled, and tested by
the Contractor or its Subcontractors shall be in accordance with the
requirements of the Program Product Assurance Plan.  The Contractor
shall document functional hardware requirements in the Hardware Design
Specification, validating the traceability of the requirements from the System
Performance Specification. The Hardware Design Specification detail shall be
sufficient to ensure a common understanding of the requirements; ensure that
requirements are complete, consistent, and testable; and define the inputs and
outputs for every function. The hardware shall be designed and selected or
developed to facilitate life-cycle maintenance
and to permit access to facilitate replacement of components. The Contractor
shall provide recommended procedures for maintaining the equipment in the CI and
System Maintenance Procedures.

       

      
        
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or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
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            TerreStar
Satellite Chipset SOW

             

            
              
                

              

            

          

        

      

      3.3.5.2   Contractor
Developed Hardware

       

      The
Satellite Baseband hardware [***].  The Contractor shall perform the
planning, coordination, and implementation of the tasks required to develop the
Chipset hardware developed tools, engineering aids, simulators, and tests
aids.

       

      3.3.5.3   [***]
Hardware

       

      In [***],
the Contractor shall design and deliver a reference design using [***] (ref
section 3.1.1   ) capable of performing all [***] functionality
in accordance with the specification.  A prototype of this design
shall be made available to TerreStar’s chosen terminal vendor. The terminal
vendor shall manufacture [***] UE. The Contractor shall provide all necessary
documentation to enable the terminal vendor to manufacture, integrate, and test
the reference platform design in a user terminal.  The Contractor
shall support the integration and testing of the satellite chipset into the
UE.

       

      3.3.5.4   [***]
Hardware

       

      In [***],
the Contractor shall design and deliver the complete satellite baseband [***]
capable of performing S-BSS [***] functionality.  A prototype of this
design shall be made available to TerreStar’s chosen terminal vendor. The
terminal vendor shall manufacture [***] UE with [***] provided by the
contractor. The Contractor shall provide all necessary documentation to enable
the terminal vendor to manufacture, integrate, and test the reference platform
design in a user terminal.  The Contractor shall support the
integration and testing of the satellite chipset into the UE.

       

      3.3.5.5   Hardware
Test

       

      The
Contractor shall generate and utilize test plans, procedures, and reports to
verify that each hardware configuration item (HWCI) performs in accordance with
individual CI test specifications and the interface requirements for each input
and output port. TerreStar shall have the right to observe and monitor the CI
tests. Following completion of testing, the Contractor shall document the test
results, deviations from test procedures, and all hardware anomalies and submit
a report to TerreStar.  The Contractor shall support Chipset
integration and test with the UE and the S-BSS.  The Contractor shall
provide all necessary test tools and equipment to support Chipset integration
and test with the UE and the S-BSS.

       

      
        
          
            

          

        

        
          3.4   PRODUCTION
AND IMPLEMENTATION

           

        

      

      3.4.1   Production
Process, Quality Assurance, and Configuration Management

       

      The
Contractor shall establish a production process and be responsible for the
procurement, manufacture, assembly, test and integration of the hardware and
software required for the delivery of a complete and operating
Chipset.

       

      All
production and implementation of deliverable equipment shall be in accordance
with the requirements of the Chipset Hardware Development Plan, Software
Development Plan, the Product Assurance Plan, and the Manufacturing Quality
Assurance Plan.

       

      The
Contractor shall be responsible for the configuration management of the
Contractor-controlled baseline and shall maintain configuration management until
completion of Chipset [***] Certification in accordance with the schedule in
section 4.0   .

       

      
        
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or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
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            TerreStar
Satellite Chipset SOW

             

            
              
                

              

            

          

        

      

      3.4.2   COTS

       

      3.4.2.1   COTS
Procurement

       

      The
Contractor shall be responsible for the procurement of the COTS hardware and
software and for the verification of its performance. All COTS components shall
be selected to facilitate life-cycle maintenance. The configuration shall permit
SW/FW over-the-air updates over both the satellite and ATC networks where
appropriate.  The terminal vendor shall be responsible for procuring
any required COTS for the reference UE and manufacturing other than the Chipset
prototypes provided by the Contractor (ref section
3.6   ).

       

      If
commercial off-the-shelf (COTS) software is used in the design, it shall be
products with demonstrable probability for support five years after [***], [***]
Final Acceptance.

       

      3.4.2.2   COTS
Performance Verification

       

      The
Contractor shall define the specific verification methods to be used to assure
the acceptable performance of all COTS hardware and software items selected to
fulfill the Chipset requirements. For equipment acquired from original equipment
manufacturers or other vendors, one or more levels of testing may be performed
in the factory according to vendor's methods which conform to industry
standards, or according to approved procedures. Factory demonstrations,
post-installation verification testing and other standard evaluation methods to
ensure that acquired components operate as specified shall be identified in the
System Integration and Test Plan. Vendor-supplied documentation, including
user's guides and operation procedures, shall be validated for accuracy and
completeness for UE use prior to final acceptance from the vendor.

       

      3.4.2.3   COTS
Post Installation Testing

       

      Following
installation in the reference UE, additional COTS functional and performance
tests may be required to ensure that the item has been properly integrated with
other UE components and continues to operate as specified. It shall be the
Contractor's responsibility to insure ongoing satellite UE operation and
performance in accordance with the requirements of the
specification.

       

       

      
        
          
            

          

        

        
          	
                   
      

                	
                  3.5   TECHNICAL
      AND OPERATIONAL VERIFICATION PHASES

                


        

         

      

      3.5.1   General

       

      The
Contractor shall demonstrate Chipset Technical and Functionality performance in
a series of formal tests and demonstrations using simulators/emulators, and
actual operational components. The formal tests shall be executed using Test
Procedures approved by TerreStar and generated in accordance with the
System Integration and Test Plan. The formal tests and demonstrations shall
include active TerreStar and QA participation in development and execution of
procedures and delivery of a working UE from TSN. The Contractor shall execute
the following formal tests: DVT, prior to the final delivery of the [***]
hardware solutions to the terminal vendor; Technical and Operational
Verification Tests in conjunction with the S-BSS; and a Device Qualification
Test (DQT) for [***].  During the Operational Verification Test
executed by TerreStar, the Contractor shall provide Chipset technical support
throughout the duration of the test.  Each formal test shall be
preceded by a Test Readiness Review (TRR) conducted by the Contractor.
 During the TRR, all aspects of the formal test shall be reviewed and
assessed for readiness to start testing including personnel, hardware, software,
procedures, and external coordination (i.e. satellite monitoring, external
interface support, etc.). A go/no-go assessment is made by TerreStar at the
conclusion of the TRR.

       

      
        
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or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          3-8

          
            

          

        

        
          
          

        

      

      
         

        
        

        
        

        
        

        
        

        
        

        

        
           

          
            TerreStar
Satellite Chipset SOW

             

            
              
                

              

            

          

        

      

      TerreStar
desires joint participation in the TVT and OVT to facilitate a more rapid
transition to operations. During the TVT, both TerreStar and Contractor
personnel shall take part in the integration and test activities as active
members of the test team, under the direction of Contractor
management.  During OVT, both TerreStar and Contractor personnel shall
take part in the test activities as active members of the test team, under the
direction of TerreStar management.

       

      3.5.2   Test
Objectives

       

      Each
Formal Test accomplishes the following.  The Contractor
responsibilities for each of these tests are stated in other parts of the
SOW.

       

                 Figure 3-1 Chipset Test
Objectives

       

      
        	
                Test

                 

              	
                Objective

                 

              	
                Entry
      Criteria

                 

              	
                Success
      Criteria

                 

              
	
                [***]

                 

                 

                 

                 

              	
                [***]

                 

              	
                [***]

                 

              	
                [***]

                 

              
	
                [***]

                 

                 

                 

                 

              	
                [***]

                 

              	
                [***]

                 

              	
                [***]

                 

              
	
                [***]

                 

                 

                 

                 

              	
                [***]

                 

              	
                [***]

                 

              	
                [***]

                 

              


      

      


       

      3.5.3   Design
Verification

       

      The DVT
is a hardware centric test.  The functions and objective performance
of each Chipset Functionality Release shall be verified during a DVT
[***].

       

      3.5.4   Device
Qualification Test

       

      At the
completion of DVT, the [***].  The DQT encompasses [***].  DQT ensures
that the [***] manufactured in high volume.

       

      3.5.5   UE
Integration

       

      The
Contractor shall support integration of all hardware and software elements of
[***] into the UE.  The Contractor shall use the integrated
satellite/ATC UE to perform integration of the UE with the S-BSS and other TSN
segments as described in the S-BSS documentation.  The integration
activities shall be in accordance with the Contractor developed System
Integration and Test Plan and the Product Assurance Plan and shall include
TerreStar engineers under the direction of Contractor management. Full access to
all System components at all times shall be granted to TerreStar
personnel.

       

      
        
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or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          3-9

          
            

          

        

        
          
          

        

      

      
         

        
        

        
        

        
        

        
        

        
        

        

        
           

          
            TerreStar
Satellite Chipset SOW

             

            
              
                

              

            

          

        

      

       

      3.5.6   Integration
with Additional terminals

       

      The
contractor shall support user terminal integration for up to two additional RF
[***].

       

       

      The
contractor shall support user terminal integration for up to two additional
[***].

       

      3.5.7   Test
Discrepancies

       

      The
Contractor shall use its approved Product Assurance Plan processes to document,
correct, and regression test system test discrepancies. These discrepancies
shall be corrected prior to the start of the next formal test or at a later time
approved by TerreStar.

       

      3.5.8   Test
Reports

       

      The
Contractor shall prepare test reports documenting the results of the test
activity, including procedures executed, procedure pass/fail status,
discrepancies discovered, and data collected. Discrepancies that cause system
degradation or indicate a failure to meet performance specifications shall be
discussed with system impact defined and correction plans
indicated.

       

      3.5.9   Technical
Verification (reference S-BSS SOW section 4.2.8)

       

      Technical
verification shall be conducted according to the Contractor's Program Management
Plan, System Integration and Test Plan (includes S-BSS and Chipset), the Product
Assurance Plan, and the Contractor developed test procedures. Suggested efforts
are as follows and required milestones are defined.  Each
Functionality Release shall have a Technical Verification Test.

       

      3.5.9.1   Technical
Verification Review Purpose

       

      There
shall be a Technical Verification Review (TVR) [***] to determine: 1) if the
technical performance of Chipset/S-BSS meets the requirements of Exhibit B and
2) if the required functionality and capacity for the release is operating in
accordance with the design and requirements.

      


      3.5.9.2   Technical
Verification Review Scope

       

      During
the TVRs the Contractor shall present information on the readiness of the
Chipset/S-BSS including: a review of the Technical Verification Test results to
validate proper technical performance; a complete report on all open problem
reports that summarize the issue, the severity, the resolution plan, and when
the problem will be available for integration into the operational system;
operations and maintenance procedures; Chipset/S-BSS stability and availability;
and other technical and operational readiness issues.

       

      3.5.9.3   
Technical Verification Review Deliverables

       

      Test
Reports; technically verified Chipset/S-BSS; problem report work-off
plan.

       

      3.5.9.4   Technical
Verification Review Success Criteria

      
         

        The data
presented at the TVR shall be assessed and a determination made on the readiness
of the Chipset/S-BSS to enter the Operational Verification Phase.  The
following criteria shall be met.  An

         assessment
that the Chipset/S-BSS is ready for Operational Verification must be made to
successfully complete the TVR.

      

       

      
        
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or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          3-10

          
            

          

        

        
          
          

        

      

      
         

        
        

        
        

        
        

        
        

        
        

        

        
           

          
            TerreStar
Satellite Chipset SOW

             

            
              
                

              

            

          

        

      

       

      
        	
                 
      

              	
                -

              	
                All
      technical specifications required for the release
  met.

              


      

      
        	
                 
      

              	
                -

              	
                Chipset
      and S-BSS operate together to provide the communications functionality
      specified

              


      

      
        	
                 
      

              	
                -

              	
                All
      revenue impacting problem reports
closed.

              


      

      
        	
                 
      

              	
                -

              	
                Mutually
      agreed work off plan for all open problem
  reports

              


      

       

      3.5.10   Operational
Verification (reference S-BSS SOW section 3.5, 3.9, and 4.3)

       

      Operational
verification shall be conducted according to the Contractor's Program Management
Plan, TerreStar System Integration and Test Plan (includes S-BSS and Chipset),
the Product Assurance Plan, and the jointly developed operational procedures.
Each Functionality Release shall have an Operational Verification
Test.

       

      3.5.10.1   Operational
Readiness Review (ORR)

       

      3.5.10.2   Operational
Readiness Review Purpose

       

      There
shall be an ORR for each [***] to determine if the required functionality and
capacity for the release is operating in accordance with the design and
requirements.

       

      3.5.10.3   Operational
Readiness Review Scope

       

      Review
Operational Verification Test results for trouble reports, system stability,
operational procedure quality, personnel training, and other pertinent
requirements.

       

      During
the ORRs the Contractor shall present information on the readiness of the
Chipset/S-BSS including: a review of the Chipset/S-BSS technical performance
during the Operational Verification Test to validate proper technical
performance; a complete report on all open problem reports that summarize the
issue, the severity, the resolution plan, and when the problem will be available
for integration into the operational system; Chipset/S-BSS stability and
availability; and other technical and operational readiness issues.

       

      3.5.10.4   
Operational Readiness Review Deliverables

       

      Operationally
verified Chipset/S-BSS.  Problem report work-off plan.

       

      3.5.10.5   Operational
Readiness Review Success Criteria

       

      The data
presented at the ORR will be assessed and a determination made on the readiness
of the Chipset/S-BSS to enter Revenue Service.  The following criteria
shall be met.  An assessment that the Chipset/S-BSS is ready for
Revenue Service must be made to successfully complete the ORR and for
Provisional and/or Final Acceptance to occur.

      


      
        	
                 
      

              	
                -

              	
                All
      technical specifications required for the release
  met.

              


      

      
        	
                 
      

              	
                -

              	
                All
      revenue impacting problem reports
closed.

              


      

      
        	
                 
      

              	
                -

              	
                Chipset/S-BSS
      system meets availability requirements as defined in Exhibit
      B.

              


      

      
        	
                 
      

              	
                -

              	
                Items
      identified as required for the ORR in the TVT problem report work off plan
      successfully completed

              


      

      
        	
                 
      

              	
                -

              	
                All
      Operations and Maintenance Handover tasks
  completed

              


      

      
        	
                 
      

              	
                -

              	
                Mutually
      agreed work off plan for all open problem
  reports

              


      

      
      

       

      
        
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or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          3-11

          
            

          

        

        
          
          

        

      

      
        
          
             

            
            

            
            

            
            

            
            

            
            

            

            
               

              
                TerreStar
Satellite Chipset SOW

                 

                
                  
                    

                  

                  3.6   COMPONENT
DELIVERABLES

                   

                  The
Contractor shall deliver the hardware and software required to provide the full
capability and service features for each Functionality Release as described in
the Functional Requirements that are fully compatible with
S-BSS.  These
include:

                

              

            

          

        

      

      


      
        	
                 
      

              	
                ·

              	
                Intermediate
      Deliverables – Section 4.0   describes several intermediate
      deliverables the Contractor shall make primarily to the terminal
      vendor.  These deliverables are critical to the work flow
      required to provide a market ready handset.  The deliverables
      and the associate success criteria shall be defined as described in
      section 3.7.1.1   

              


      

      
        	
                 
      

              	
                ·

              	
                Fully
      Certified [***] Satellite Component (TerreStar will conduct the
      certification, but Final Acceptance shall not occur until certification is
      successfully completed) for TerreStar UE, operational in the each final
      factor delivered from the Terminal Vendor, and fully integrated and
      operational with the S-BSS

              


      

      
        
          	
                   
      

                	
                  o

                	
                  [***]
      Reference Design using COTS HW

                
	 	
                  o

                	
                  [***]
      SW , as modified by [***], [***], and [***], operational in each form
      factor

                
	 	
                  o

                	
                  [***],
      S-BSS [***] SW, as modified by [***], [***], [***], with all [***] problem
      report resolutions

                


        

      

      
        	
                 
      

              	
                ·

              	
                Fully
      Certified [***] Satellite Component (TerreStar will conduct the
      certification, but Final Acceptance shall not occur until certification is
      successfully completed) for TerreStar UE, operational in final form factor
      delivered from the Terminal Vendor, and fully integrated and operational
      with the S-BSS

              


      

      
        	
                 
      

              	
                o

              	
                Reference
      Design using [***] HW

              


      

      
        	
                 
      

              	
                o

              	
                [***],
      S-BSS [***] SW, as modified by [***], [***], [***] with all [***] problem
      report resolutions incorporated

              


      

       

      3.6.1   [***]
Reference Design

       

      The
Contractor shall deliver 30 units reference hardware containing the satellite
baseband solution in a form to be agreed at [***].  The reference
design shall satisfy the functional and technical requirements specified in the
Chipset and S-BSS Technical Specifications as modified by [***], [***], and
[***] analyses and shall be fully compliant with all certification
requirements.  SW/FW for [***] shall be delivered in a minimum of
[***] releases.  The [***] release shall provide the full capability
of the [***] S-BSS and the GMR-3G CAI as modified by the [***], [***], and [***]
analyses.  The [***] HW and SW shall be fully compliant with the
certification requirements (ref section 2.0   ).  The
final release shall provide the full capability of the [***] S-BSS and the
GMR-3G CAI as modified by the [***], [***], and [***] analyses.  The
[***] HW and SW shall be fully compliant with all certification requirements
(ref section 2.0   ).

       

      3.6.2   [***]
Platform

       

      The
Contractor shall deliver 100 units of the [***] satellite baseband
solution.  The [***] shall satisfy the functional and technical
requirements specified in the Chipset Technical and S-BSS Technical
Specifications as modified by [***], [***], and [***] analyses and shall be
fully compliant with all certification requirements.  SW/FW for [***]
shall be delivered in a minimum of one release.  The need for a second
release shall be mutually agreed to at C-PDR.  The release shall
provide the full capability of the [***] S-BSS and the GMR-3G CAI as modified by
the [***], [***], and [***] analyses.  The [***] HW and SW shall be
fully compliant with all certification requirements (ref section
2.0   ).

       

      
        
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or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          3-12

          
            

          

        

        
          
          

        

      

      
        
           

          
          

          
          

          
          

          
          

          
          

          

          
             

            
              TerreStar
Satellite Chipset SOW

               

              
                
                  

                

              

            

          

        

        3.7   DOCUMENTATION

      

       

      The
Contractor shall follow industry standard documentation and data management
practices and procedures.

       

      Documentation
shall be delivered in a format compatible with the latest version of Microsoft
Office Professional Edition 2003 or higher and shall be transferred
electronically. Delivery shall be in accordance with the schedules defined below
and shall allow a minimum of three weeks for TerreStar review prior to approval.
TerreStar shall approve/disapprove all documentation within four weeks of
receipt of final copy. Information contained in each document shall be as
proposed by the Contractor. The documents to be delivered for the Kick-Off
Meeting shall be delivered for review at a mutually agreed date to allow
TerreStar sufficient preparation time for the meeting.

       

       

       

       

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          3-13

          
            

          

        

        
          
          

        

      

      
        
           

          
          

          
          

          
          

          
          

          
          

          

          
             

            
              TerreStar
Satellite Chipset SOW

               

              
                
                  

                

              

            

          

        

         

      

      
        Table
3-1.   Contract Deliverable Schedule

         

      

      
        	
                [***]

                 

                 

                 

              	
                [***]

              	
                [***]

                 

                 

                 

              	
                [***]

                 

                 

                 

              	
                [***]

                 

                 

                 

              	
                [***]

                 

                 

                 

              	
                [***]

                 

                 

                 

              
	
                [***]

                 

                 

              	
                [***]

              	 
      	 
      	 
      	 
      	 
      
	
                [***]

                 

                 

              	
                [***]

              	 
      	 
      	 
      	 
      	 
      
	
                [***]

                 

                 

              	
                [***]

              	 
      	 
      	 
      	 
      	 
      
	
                [***]

                 

                 

              	 
      	
                [***]

              	 
      	 
      	 
      	 
      
	
                [***]

                 

                 

              	
                [***]

              	 
      	 
      	 
      	 
      	 
      
	
                [***]

                 

                 

              	
                [***]

              	 
      	 
      	 
      	 
      	 
      
	
                [***]

                 

                 

              	
                [***]

              	 
      	 
      	 
      	 
      	 
      
	
                [***]

                 

                 

              	 
      	
                [***]

              	 
      	 
      	 
      	
                [***]

              
	
                [***]

                 

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	 
      	 
      
	
                [***]

              	 
      	
                [***]

              	 
      	 
      	 
      	 
      
	
                [***]

              	 
      	
                [***]

              	 
      	 
      	 
      	 
      
	
                [***]

              	
                [***]

              	
                [***]

              	 
      	 
      	 
      	 
      
	
                [***]

              	
                [***]

              	
                [***]

              	 
      	 
      	 
      	 
      
	
                [***]

              	 
      	
                [***]

              	
                [***]

              	
                [***]

              	 
      	 
      
	
                [***]

                 

                 

              	 
      	 
      	 
      	
                [***]

              	
                [***]

              	 
      
	
                [***]

                 

              	 
      	 
      	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                [***]

              	 
      	 
      	 
      	 
      	 
      	
                [***]

              
	
                [***]

              	 
      	 
      	 
      	 
      	 
      	
                [***]

              
	
                [***]

                 

              	 
      	 
      	
                [***]

              	
                [***]

              	 
      	 
      
	
                [***]

              	 
      	 
      	 
      	 
      	
                [***]

              	 
      
	
                [***]

                 

              	 
      	 
      	 
      	 
      	
                [***]

              	 
      


      

       

      
        
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or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          3-14

          
            

          

        

        
          
          

        

      

      
        
           

          
          

          
          

          
          

          
          

          
          

          

          
             

            
              TerreStar
Satellite Chipset SOW

               

              
                
                  

                

              

            

          

        

         
3.7.1   Documentation
Descriptions

       

      3.7.1.1   Program
Master Phasing Schedule

       

      The
Program Master Phasing Schedule shall define the following:

       

      
        	
                 
      

              	
                ·

              	
                The
      top level milestones phased with the TerreStar Master Program milestones
      and the terminal vendor milestones to ensure Chipset development, test,
      and integration supports TerreStar program
  objectives.

              


      

       

      
        	
                 
      

              	
                ·

              	
                Detailed
      task lists that define all the tasks required for successful completion of
      the program.

              


      

       

      
        	
                                Note:

              	
                A
      rolling wave plan may be used that details in high detail the next 3-4
      months of effort and lesser detail further out in the time
      line.  As each month goes by, detail is added to maintain the
      3-4 month “rolling wave” of detail.

              


      

       

      
        	
                 
      

              	
                ·

              	
                The
      Master Phasing Schedule shall be delivered and baselined at the Kick-Off
      review.  All milestones required for fully coordinated reference
      terminal and Chipset programs shall be presented.  All
      coordination milestones shall fully define the item to be delivered (e.g.
      specification, prototype HW, diagnostic SW, etc), the acceptance criteria
      to be satisfied before the item is accepted, and the potential impact to
      subsequent execution of either program and ultimately to UE certification
      and S-BSS and Chipset Acceptance.  Changes to the baseline
      schedule shall be approved by
TerreStar.

              


      

       

      3.7.1.2   Program
Management Plan

       

      The
program management plan, developed as part of the S-BSS development program,
shall be updated to cover the chipset development activities.

       

      3.7.1.3   Product
Assurance Plan

       

      The
product assurance plan, developed as part of the S-BSS development program,
shall be updated to cover the chipset development activities.

       

      3.7.1.4   System
Engineering Design Plan

       

      The
engineering design plan, developed as part of the S-BSS development program,
shall be updated to cover the chipset development activities.

       

      3.7.1.5   Software
Development Plan

       

      The
Contractor shall provide a Software Development Plan in accordance with normally
accepted commercial practice. The plan shall be delivered in final at the
Kick-Off Meeting.

       

      3.7.1.6   Hardware
Development Plan

       

      The
Contractor shall provide a Hardware Development Plan that defines the hardware
development process to be used for the development of the [***] reference
daughter card and [***].

       

      3.7.1.7   Data
Management Plan

       

      The data
management plan, developed as part of the S-BSS development program, shall be
updated to cover the chipset development activities.

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          3-15

          
            

          

        

        
          
          

        

      

      
        
           

          
          

          
          

          
          

          
          

          
          

          

          
             

            
              TerreStar
Satellite Chipset SOW

               

              
                
                  

                

              

            

          

        

         

      

      3.7.1.8   System Performance Specification

       

      The
System Performance Specification shall define the functional performance,
interface, and quality requirements of the Chipset and shall include a
verification matrix to define how and when each requirement in the SPS will be
verified (analysis, inspection, test, computer simulation; unit test, subsystem
test, etc.).

      


      In
particular, the performance limits of the [***] deliverables will be
identified.

       

      3.7.1.9   Interface
Control Document

       

      The
Contractor shall provide an Interface Control Document that describes both
physically and functionally all internal and external system
interfaces.

       

      3.7.1.10   Hardware
Requirements Document

       

      The
Contractor shall provide a Hardware Requirements Document that allocates
functional and performance requirements from the SPS to the system hardware.
This document shall be used as the basis for the Hardware Design
Specification.

       

      3.7.1.11   Software
Requirements Document

       

      The
Contractor shall provide a Software Requirements Document that allocates
functional and performance requirements from the SPS to the system software.
This document shall be used as the basis for the Software Design
Specification.

       

      3.7.1.12   Integration
and Test Plan

       

      The
Contractor shall provide a Chipset Platform Integration and Test Plan that
reasonably conforms with the Test Concept document previously provided to
Contractor and that details the test philosophy and test process to be used to
accomplish system integration and technical and operational verification. The
plan shall include structured progressively more complex testing, that is, unit
tests, CI integration tests, subsystem integration tests, consent-to-ship tests,
technical verification tests, and operational acceptance tests.  The
plan shall define Contractor and TerreStar participation in each test
phase.  The plan shall specify retest requirements and test
environments.  The plan shall include a Verification Cross Reference
Matrix (VCRM) that maps the requirements of the specifications and the SOW to
the test phase and shall indicate the verification method (inspection,
documentation, test, or analysis).

       

      The Test
Plan shall define a problem reporting process that contains defined severity
levels with Contractor response and resolution times specified.

       

      3.7.1.13   Specification
Traceability Matrix

       

       The
specification traceability matrix as part of the S-BSS development program,
shall be updated to cover the chipset development activities.

       

      3.7.1.14   Hardware
and Software Design Specifications

       

      The
Contractor shall provide design specifications for each hardware and software
configuration item. The specification shall be written in a format provided by
the Contractor and shall include: a configuration item definition, interface
definitions, major components, characteristics, design and construction
standards, physical and functional characteristic, and test requirements,
etc.

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          3-16

          
            

          

        

        
          
          

        

      

      
        
           

          
          

          
          

          
          

          
          

          
          

          

          
             

            
              TerreStar
Satellite Chipset SOW

               

              
                
                  

                

              

            

          

        

         

      

      3.7.1.15   Manufacturing
QA Plan

       

      The
manufacturing QA plan, developed as part of the S-BSS development program, shall
be updated to cover the chipset development activities.

       

      3.7.1.16   System
Test Procedures

       

      The
Contractor shall develop System Test Procedures to test and validate system
performance during the formal test activities.

       

      3.7.1.17   Test
Reports

       

      The
Contractor shall deliver a test report at the conclusion of each formal test
activity. These reports are described in paragraph 3.5.2.

      


      3.7.1.18   Project
Status Reports

       

      The
project status reports, developed as part of the S-BSS development program,
shall be updated to cover the chipset development activities.

       

      3.7.1.19   Support
Plan

       

      The
Contractor shall develop a Support Plan which details the organization and
activities necessary to provide support for Chipset.

       

      3.7.1.20   [***]
Data Sheet

       

      The
Contractor shall provide an [***] Data Sheet that describes the
[***].

       

      3.7.1.21   [***]
Procurement Specification

       

      The
Contractor shall provide an [***] procurement specification that defines the
[***] marking, [***].

       

      
        
          

        

      

      
        
          3.8   CHIPSET
PRICE ESTIMATES

           

        

        The
consumer market for cellular equipment has proven to be extremely sensitive to
internal component prices.  Small percentage increases can cause the
handset price to exceed consumer expectations and result in reduced
sales.  With this background, it is imperative that the Contractor and
TerreStar work together to ensure a Chipset price that is in line with TerreStar
market needs and competitive with other consumer wireless
devices.  This process will evolve from preliminary cost estimates
through to final pricing including volume discounts.  The Contractor
shall support TerreStar in developing these price estimates starting at
C-SRR.  All pricing will be finalized in a subsequent Production
Contract.

      

       

      
        
          
            

          

        

        3.9   CUSTOMER
FURNISHED ITEMS

         

        TerreStar
shall provide suitable design documentation and support materials according to
the following schedules.

      

       

      3.9.1   User
Terminal Chipset, Vocoder, and Support

       

      Note:
Anywhere ATC baseband processor is mentioned in the following tables it may mean
ATC baseband chip only, ATC baseband chip plus multimedia accelerator, or ATC
baseband chip plus additional application processor.

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          3-17

          
            

          

        

        
          
          

        

      

      
        
           

          
          

          
          

          
          

          
          

          
          

          

          
             

            
              TerreStar
Satellite Chipset SOW

               

              
                
                  

                

              

            

          

        

         

      

      
        
          
            
              
                
                  	
                          Table
      3-2.   User Terminal Chipset, Vocoder and
      Support

                           

                        
	
                          Section

                        	
                          Reference

                        	
                          Requirement

                        
	
                          3.9.1

                        	
                          1

                        	
                          TerreStar
      shall conclude the
      evaluation and selection of the ATC Baseband Processor and the Satellite
      RF chipsets by [***].

                        
	
                          2

                        	
                          TerreStar
      shall provide the
      detailed specification, reference development boards, samples and access
      to the design support of ATC Baseband Processor and Satellite RF chipsets
      by [***].

                        
	
                          3

                        	
                          Final
      Vocoder selection and specifications by [***] (The Contractor and TSN in
      cooperation).

                        
	
                          4

                        	
                          TerreStar
      shall provide the
      vocoder software in suitable form for the satellite mode that resides in
      the ATC Baseband processor by [***].

                        
	
                          5

                        	
                          TerreStar
      shall provide the
      support to define the Hardware and Software ICD between the Satellite and
      ATC Baseband in accordance with the Deliverable Schedule in Table
      3-4.

                        


                

              

            

          

        

      

      


       

       

       

      
 

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          3-18

          
            

          

        

        
          
          

        

      

      
        
           

          
          

          
          

          
          

          
          

          
          

          

          
             

            
              TerreStar
Satellite Chipset SOW

               

              
                
                  

                

              

            

          

        

         
3.9.2   User
Terminals using [***] Satellite Baseband Hardware

       

      


      
        
          
            
              
                	
                        Table
      3-3.   User Terminals using [***] Satellite Baseband
      Hardware

                      
	
                        Section

                      	
                        Reference

                      	
                        Requirement

                      
	
                        3.9.2

                      	
                        1

                      	
                        TerreStar
      shall provide
      non-form (“Macro Based”) fit prototype User Equipment (UE) that uses the
      [***] Satellite Baseband solution in accordance with the milestone
      schedule in Section 4. Twenty-four (24) units required. Non Access Stratum
      code required. This is for integration with the Contractor Protocol Stack
      and Physical Layer

                      
	
                        2

                      	
                        TerreStar
      shall provide form
      fit prototype User Equipment (UE) that uses the [***] Satellite Baseband
      solution by in accordance with the milestone schedule and functionality
      defined in Section 4. Twenty-four (24) units required.

                      
	
                        3

                      	
                        TerreStar
      shall provide
      prototype User Equipment (UE) that uses the [***] Satellite Baseband
      solution in accordance with the milestone schedule in Section 4.
      Twenty-four (24) macro board units and 24 form fit units
      required.

                      
	
                        4

                      	
                        TerreStar
      shall provide the
      necessary UE technical support during the Integration, Technical, Design,
      and Operational Verification Phases.

                      
	
                        5

                      	
                        TerreStar shall provide a phone
      test tool to exercise and monitor message activity of the Non-access
      Stratum (NAS) stack on the ATC baseband processor.  Need time no
      later than [***].  The test tool is ATC Baseband Processor
      dependent.  The desired capabilities are as agreed in a telcon
      between the terminal vendor and the Contractor on [***], and include:
      scripting and logging functionality; interfaces to monitor UMTS L2/L3
      layer activity; interfaces to monitor GMR3G L2/L3
      activity.  This test tool will be used to drive the UE when
      testing with S-BSS.  The Contractor will require training and
      technical support on the prototypes and test tool.  TerreStar
      shall provide a date the test tool is available for Contractor use at
      C-SRR.

                      


              

            

          

        

      

       

      3.9.3   CFE
Design Materials Deliverables

       

      TerreStar
shall provide suitable design documentation and support materials according to
the following schedule.

       

      TerreStar
shall support the integration of the software in the ATC Baseband processor that
includes training and documentation.  The integration of the satellite
mode with the ATC Baseband processor may involve modifications to the
terrestrial mode physical layer drivers and access to terrestrial mode
data.

       

      3.9.3.1   [***]

       

      The
Terminal Vendor contract has not been finalized at the time of the finalization
of this SOW.  Therefore, the delivery of schematics and reference
boards is subject to the selected manufacturer having the items available for
Contractor use.  The Contractor and TerreStar shall develop a mutually
agreeable workaround if any of this data is unavailable.

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          3-19

          
            

          

        

        
          
          

        

      

      
        
           

          
          

          
          

          
          

          
          

          
          

          

          
             

            
              TerreStar
Satellite Chipset SOW

               

              
                
                  

                

              

            

          

        

         

      

      
        
          
            
              	
                      Table
      3-4.  CFE Design Materials Deliverables --
  [***]

                    
	
                      Section

                    	
                      Reference

                    	
                      Requirement

                    
	
                      3.9.3.1

                    	
                      1

                    	
                        
      [***]

                    	
                      [***]

                    
	 
      	
                      2

                    	
                        
      [***]

                    	
                      [***]

                    
	
                      3

                    	
                        
      [***]

                       

                    	
                      [***]

                    
	
                      4

                    	
                        
      [***]

                    	
                      [***]

                    
	
                      5

                    	
                        
      [***]

                       

                    	
                      [***]

                    
	
                      6

                    	
                        
      [***]

                       

                       

                    	
                      [***]

                    
	
                      7

                    	
                        
      [***]

                       

                    	
                      [***]

                    
	
                      8

                    	
                        
      [***]

                       

                    	
                      [***]

                    
	
                      9

                    	
                        
      [***]

                       

                       

                       

                    	
                      [***]

                    
	
                      10

                    	
                        
      [***]

                    	
                      [***]

                    
	
                      11

                    	
                        
      [***]

                       

                       

                    	
                      [***]

                    
	
                      12

                    	
                        
      [***]

                       

                    	
                      [***]

                    
	
                      13

                    	
                        
      [***]

                       

                    	
                      [***]

                    
	
                      14

                    	
                        
      [***]

                    	
                      [***]

                    


            

          

        

      

       

      
        3.9.3.2   [***]

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Table
      -3-5.   CFE Design Materials Deliverables --
      [***]

                                        
	
                                          Section

                                        	
                                          Reference

                                        	
                                          Requirement

                                        
	
                                          3.9.3.2

                                        	
                                          1

                                        	
                                            
      [***]

                                        	
                                          [***]

                                        
	 
      	
                                          2

                                        	
                                            
      [***]

                                        	
                                          [***]

                                        
	
                                          3

                                        	
                                            
      [***]

                                           

                                        	
                                          [***]

                                        
	
                                          4

                                        	
                                            
      [***]

                                        	
                                          [***]

                                        
	
                                          5

                                        	
                                            
      [***]

                                           

                                        	
                                          [***]

                                        
	
                                          6

                                        	
                                            
      [***]

                                           

                                        	
                                          [***]

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

         

      

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          3-20

          
            

          

        

        
          
          

        

      

      
        
           

          
          

          
          

          
          

          
          

          
          

          

          
             

            
              TerreStar
Satellite Chipset SOW

               

              
                
                  

                

              

            

          

        

      

      
      

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Table
      -3-5.   CFE Design Materials Deliverables --
      [***]

                                
	
                                  Section

                                	
                                  Reference

                                	
                                  Requirement

                                
	 
      	
                                  
                                    7

                                  

                                	
                                  
                                      
      [***]

                                     

                                     

                                  

                                	
                                  [***]

                                
	
                                  8

                                	
                                    
      [***]

                                   

                                	
                                  [***]

                                
	
                                  9

                                	
                                    
      [***]

                                	
                                  [***]

                                
	
                                  10

                                	
                                    
      [***]

                                	
                                  [***]

                                
	
                                  11

                                	
                                    
      [***]

                                	
                                  [***]

                                
	
                                  12

                                	
                                    
      [***]

                                   

                                	
                                  [***]

                                
	
                                  13

                                	
                                    
      [***]

                                   

                                	
                                  [***]

                                
	
                                  14

                                	
                                   
      [***]

                                   

                                   

                                	
                                  [***]

                                
	
                                  15

                                	
                                   
      [***]

                                   

                                	
                                  [***]

                                


                        

                      

                    

                  

                

              

            

          

        

      

       

       

      
        
          

        

      

      
        
          3.10   DEVELOPMENT
FLOW

        

      

       

      3.10.1   [***]
Development

       

      Once the
selection of the ATC Baseband and RF Chips are made, the Contractor shall start
the build of the [***] reference platform.  The Contractor shall
deliver the [***] hardware to the terminal vendor.  The terminal
vendor shall integrate the [***] hardware into a prototype reference user
terminal provided to the Contractor for software verification.  The
Contractor shall release a minimum of three diagnostic software releases to the
terminal vendor at the dates listed in section
4.0   .  Patches and other software problem fixes shall
be provided as necessary to successfully complete the reference UE
design.  These software releases are intended to verify the [***]
hardware interfaces and basic receive and transmit functionality.  At
the completion of the diagnostic integration, the Contractor shall carry out a
Design Verification Test (DVT) to validate all performance and functional
attributes of the [***] chipset platform.  At this point,
pre-production parts will be available and the reference UE will be provided to
the Contractor.  The Contractor shall then be responsible for
integration and test of the satellite air interface protocol as described in the
S-BSS SOW.  TerreStar and the reference terminal vendor shall support
this integration and test as necessary to resolve issues that
arise.

       

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          3-21

          
            

          

        

        
          
          

        

      

      
        
           

          
          

          
          

          
          

          
          

          
          

          

          
             

            
              TerreStar
Satellite Chipset SOW

               

              
                
                  

                

              

            

          

        

         



      


      


      


      


      


      


      [***]

       

      Figure
3-1   [***] Development

       

       

       

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          3-22

          
            

          

        

        
          
          

        

      

      
        
           

          
          

          
          

          
          

          
          

          
          

          

          
             

            
              TerreStar
Satellite Chipset SOW

               

              
                
                  

                

              

            

          

        

      

       

      3.10.2   [***]
Development

       

      In [***]
Development, the [***] development can begin [***].  The [***]
development process includes design, verification, [***].  The [***]
prototypes shall be provided to the terminal vendor for integration into a [***]
reference UE.  Similar to the process described in section
3.10.1   the [***] shall be verified jointly with the terminal
vendor using Contractor diagnostic releases.  At the completion of the
diagnostic integration, the Contractor shall carry out a DVT to validate all
performance and functional attributes of the [***] chipset
platform.  At this point, pre-production parts will be available and
the [***] reference UE will be provided to the Contractor.  The
Contractor shall then be responsible for integration and test of the satellite
portion, including all mobility functionality, with the
S-BSS.  TerreStar and the reference terminal vendor shall support this
integration and test as necessary to resolve issues that arise.

       

      After
DVT, the Contractor will also carry out DQT after which [***] will be made
available to the terminal vendor.

       

       

      


      [***]

       

      Figure
3-2   [***] Development

       

       

       

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          3-23

          
            

          

        

        
          
          

        

      

      
        
           

          
          

          
          

          
          

          
          

          
          

          

          
             

            
              TerreStar
Satellite Chipset SOW

               

              
                
                  

                

              

            

          

        

         

      

      4.0   PROJECT
SCHEDULE

       

      As stated
throughout this SOW, the Chipset and S-BSS development, through the Chipset
Amendment, are considered one program with three projects (S-BSS, [***] Chipset,
and [***] Chipset).  In addition, the Chipset and terminal vendor
projects are critically interdependent.  Each of the milestones
identified in section 3.9   above, the tables below, and others
to be identified in more detailed planning between the parties, is critical to
developing an operational UE.  If the Contractor or TerreStar fail to
meet a milestone, the lost schedule time may not be recoverable.  The
Contractor and TerreStar shall make best efforts to meet each milestone with the
required functionality.  Continual monitoring of program progress
shall be made with schedule risks and potential impacts identified as soon as
possible.  If a milestone is missed, the affected party shall
immediately notify the other of the impact to future deliveries.  Both
parties shall work to mitigate the impact and recover the lost schedule time if
possible.  Mitigation actions shall be mutually agreed and direction
to implement the mitigation plan shall be made by TerreStar.

      


      
        
          
            
              	
                      
                        Table 4-1.   Satellite Chipset Master Project
      Milestones

                      

                    
	
                      No.

                    	
                      Milestone
      Activity

                    	
                      Purpose

                    	
                      Date

                    
	
                      1.

                    	
                        
      [***]

                       

                    	
                        
      [***]

                    	
                      [***]

                    
	
                      2.

                    	
                        
      [***]

                       

                       

                    	
                        
      [***]

                    	
                      [***]

                    
	
                      3

                    	
                        
      [***]

                       

                    	
                        
      [***]

                       

                       

                       

                       

                    	
                      [***]

                    
	
                      3a.

                    	
                        
      [***]

                       

                    	
                        
      [***]

                       

                       

                       

                       

                    	
                      [***]

                    
	
                      4.

                    	
                        
      [***]

                       

                    	
                        
      [***]

                       

                       

                    	
                      [***]

                    
	
                      5.

                    	
                       
      [***]

                       

                    	
                        
      [***]

                       

                       

                    	
                      [***]

                    
	
                      6.

                    	
                       
      [***]

                       

                    	
                        
      [***]

                       

                    	
                      [***]

                    
	
                      7.

                    	
                        
      [***]

                       

                    	
                        
      [***]

                       

                    	
                      [***]

                    


            

          

        

      

      


      
        
          Use
or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          4-1

          
            

          

        

        
          
          

        

      

      
        
           

          
          

          
          

          
          

          
          

          
          

          

          
             

            
              TerreStar
Satellite Chipset SOW

               

              
                
                  

                

              

            

          

        

         

      

      
        
          
            	
                    
                      Table 4-2.   Satellite Chipset [***] Project
      Milestones

                    

                  
	
                    No.

                  	
                    Milestone
      Activity

                  	
                    Purpose

                  	
                    Date

                  
	
                    1.

                  	
                      
      [***]

                     

                  	
                      
      [***]

                     

                  	
                    [***]

                  
	
                    2

                  	
                      
      [***]

                     

                     

                     

                  	
                      
      [***]

                  	
                    [***]

                  
	
                    3

                  	
                      
      [***]

                     

                  	
                      
      [***]

                     

                  	
                    [***]

                     

                  
	
                    4

                  	
                      
      [***]

                  	
                      
      [***]

                  	
                    [***]

                     

                  
	
                    5

                  	
                      
      [***]

                     

                  	
                      
      [***]

                     

                     

                  	
                    [***]

                     

                  
	
                    6

                  	
                      
      [***]

                     

                  	
                      
      [***]

                     

                     

                  	
                    [***]

                     

                  
	
                    7

                  	
                      
      [***]

                     

                     

                  	
                      
      [***]

                     

                     

                  	
                    [***]

                     

                  
	
                    8

                  	
                      
      [***]

                     

                     

                  	
                      
      [***]

                     

                  	
                    [***]

                     

                  
	
                    9

                  	
                      
      [***]

                     

                     

                  	
                      
      [***]

                  	
                    [***]

                  
	
                    10

                  	
                     
      [***]

                     

                     

                  	
                      
      [***]

                     

                  	
                    [***]

                     

                  
	
                    11.

                  	
                      [***]

                     

                  	
                      
      [***]

                     

                  	
                    [***]

                  
	
                    12.

                  	
                     
      [***]

                     

                     

                  	
                      
      [***]

                     

                     

                  	
                    [***]

                  
	
                    13.

                  	
                     
      [***]

                     

                     

                  	
                      
      [***]

                     

                     

                  	
                    [***]

                  


          

        

      

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          4-2

          
            

          

        

        
          
          

        

      

      
        
           

          
          

          
          

          
          

          
          

          
          

          

          
             

            
              TerreStar
Satellite Chipset SOW

               

              
                
                  

                

              

            

          

        

         

      

      
        
          
            
              	 	
                      
                        Table 4-2.   Satellite Chipset [***] Project
      Milestones

                      

                    	 
	
                              
       No.   

                    	 Milestone
      Activity	 Purpose	
                       Date

                    
	
                      13a

                    	
                        
      [***]

                       

                    	
                        
      [***]

                       

                    	
                      [***]

                       

                    
	
                      14

                    	
                        
      [***]

                       

                    	
                        
      [***]

                       

                    	
                      [***]

                       

                    
	
                      14a

                    	
                        
      [***]

                       

                    	
                        
      [***]

                       

                    	
                      [***]

                       

                    
	
                      15

                    	
                        
      [***]

                       

                    	
                        
      [***]

                       

                    	
                      [***]

                       

                    
	
                      15a

                    	
                        
      [***]

                       

                    	
                        
      [***]

                       

                    	
                      [***]

                       

                    
	
                      16

                    	
                        
      [***]

                       

                    	
                        
      [***]

                       

                    	
                      [***]

                       

                    
	
                      17

                    	
                        
      [***]

                       

                    	
                        
      [***]

                       

                    	
                      [***]

                       

                    


            

          

        

      

      


      
        
          
            	
                    
                      Table
      4-3.   Satellite Chipset [***] Project
      Milestones

                    

                  
	
                    No.

                  	
                    Miles

                  	
                    Purpose

                  	
                    Date

                  
	
                    0

                  	
                      
      [***]

                     

                     

                  	
                      
      [***]

                  	
                    [***]

                     

                  
	
                    1.

                  	
                      
      [***]

                     

                     

                  	
                      
      [***]

                  	
                    [***]

                     

                  
	
                    2.

                  	
                      
      [***]

                     

                     

                  	
                      
      [***]

                  	
                    [***]

                     

                  
	
                    3

                  	
                      
      [***]

                     

                     

                  	 
      	
                    [***]

                     

                  
	
                    4

                  	
                      
      [***]

                     

                     

                  	
                      
      [***]

                  	
                    [***]

                     

                  
	
                    5

                  	
                      
      [***]

                     

                     

                     

                  	
                      
      [***]

                  	
                    [***]

                     

                  


          

        

      

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          4-3

          
            

          

        

        
          
          

        

      

      
        
           

          
          

          
          

          
          

          
          

          
          

          

          
             

            
              TerreStar
Satellite Chipset SOW

               

              
                
                  

                

              

            

          

        

      

       

      
        
          
            
              	 	
                      
                        Table
      4-3.   Satellite Chipset [***] Project
      Milestones

                      

                    	 
	               
      No.	
                        Milestone
      Activity

                    	
                       Purpose    

                    	
                       Date

                    
	
                      6

                    	
                        
      [***]

                    	
                        
      [***]

                    	
                      [***]

                       

                    
	
                      7

                    	
                        
      [***]

                       

                    	
                        
      [***]

                       

                    	
                      [***]

                       

                    
	
                      8

                    	
                        
      [***]

                       

                    	
                        
      [***]

                    	
                      [***]

                    
	
                      9

                    	
                        
      [***]

                    	
                        
      [***]

                    	
                      [***]

                    
	
                      10

                    	
                        
      [***]

                    	
                        
      [***]

                    	
                      [***]

                    


            

          

        

      

       

      
        
          
            

          

        

        
          4.1   FULL
REVENUE SERVICE

           

        

      

      The
Chipset/S-BSS [***] Operational Readiness Review shall be held prior to the
Start of Revenue Service (ref S-BSS SOW paragraph
3.1   ).  The Key Milestone, Provisional Acceptance,
shall be not later than [***].

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restriction
on the title page.

        

        
          4-4

          
            

          

        

        
          
          

        

      

       

      
        
          

          
            TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

            
              
                

              

            

          

           



        


        


        


        


        


        Exhibit
B2

        


        


        


        Satellite Base Station
Subsystem (S-BSS) and Chipset

        Functional
Requirements

        


        TSN_SUB_2_TRD-Satellite
Chipset Functional Requirements

        


        


        Version
5.1                                                                April
27, 2007

        


        
           

           

          
            	 Hughes Network Systems,
      LLC	 	 	 
	
                    11717
      Exploration Lane

                  	 	 	 
	 Germantown,
      Maryland 20876  	 	
                       /s/
      Matthew Mohebbi

                  	 


          

           

          
          

           

          
            	 TerreStar Networks
      Inc.	 	 	 
	 One Discovery
      Place	 	 	 
	 12010 Sunset
      Hills Road, 6th Floor	 	 	 
	 Reston,
      Virginia  20190   	 	
                     /s/ Neil
      Hazard

                  	 


          

           

           

           

          
            
              TERRESTAR
PROPRIETARY

            

            
              
              

              
                

              

            

            
              
              

            

             

          

        

        
          
            

            
              TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

              
                
                  

                

              

            

             

            
 

             

             

             

             

             

             

             

             

             

            
 

          

        

         

        PROPRIETARY
NOTICE

        


        
          
            	
                    This
      document contains data and information proprietary to TerreStar Networks
      Inc. This data is being furnished pursuant to the provisions of the
      Contract between TerreStar Networks Inc. and Hughes Network Systems, LLC
      for the TerreStar Satellite Base Station Subsystem.  Hughes
      Network Systems, LLC and TerreStar Networks Inc. shall have the right to
      duplicate, use or disclose the data and information to the extent
      specified in the Contract and herein.

                  
	
                    Information
      included in this Exhibit may contain technical data
      controlled by the Export Administration Regulations ("EAR")
      and/or the International Traffic in Arms Regulations
      ("ITAR").  This document has not been cleared for export or
      transfer to a Foreign Person or foreign entity.

                     

                  


          

        

        


        


         

         

        
          
            TERRESTAR
PROPRIETARY

          

          
            ii

            
              

            

          

          
            
            

          

        

        
           

          
            
              

              
                TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                
                  
                    



                

              

            

          

        

        TABLE
OF CONTENTS

        


         

        
          
            	 
      	 	 	 
	
                    SECTION

                  	 	
                                              
      PAGE

                  	 
	 	 	 	 
	
                    1.0   
      INTRODUCTION

                  	 	 	1-1	 
	
                    1.1   
      PURPOSE AND SCOPE

                  	 	 	1-1	 
	
                    1.2   
      DOCUMENT HIERARCHY

                  	 	 	1-1	 
	
                    1.3   
      DOCUMENT CONVENTIONS

                  	 	 	1-2	 
	
                    1.4   
      DEFINITIONS

                  	 	 	1-2	 
	 	 	 	 	 
	
                    2.0   
      GMR-3G SATELLITE CHIPSET PLATFORM

                  	 	 	2-1	 
	
                    2.1   
      OVERVIEW

                  	 	 	2-1	 
	
                    2.2   
      SATELLITE BASEBAND [***] DEVELOPMENT [***]

                  	 	 	2-2	 
	
                    2.2.1   
      [***] Development

                  	 	 	2-2	 
	
                    2.2.2   
      [***] Development

                  	 	 	2-3	 
	 	 	 	 	 
	
                    3.0   
      SATELLITE BASEBAND [***] HARDWARE PLATFORM ([***])

                  	 	 	3-1	 
	
                    3.1   
      ARCHITECTURE

                  	 	 	3-1	 
	
                    3.2   
      REQUIREMENTS

                  	 	 	3-2	 
	
                    3.2.1   
      Functional Requirements

                  	 	 	3-2	 
	
                    3.2.1.1   
      Two Antenna Operation

                  	 	 	3-4	 
	
                    3.2.2   
      Performance Requirements

                  	 	 	3-4	 
	
                    3.2.2.1   
      Link Performance Requirements

                  	 	 	3-4	 
	
                    3.2.2.2   
      RF Performance Requirements

                  	 	 	3-6	 
	
                    3.2.3   
      Encryption

                  	 	 	3-8	 
	
                    3.2.4   
      Power Savings Mode

                  	 	 	3-8	 
	
                    3.2.5   
      Test Features

                  	 	 	3-8	 
	
                    3.2.6   
      Interface Requirements

                  	 	 	3-9	 
	
                    3.2.6.1   
      ADC Interface

                  	 	 	3-9	 
	
                    3.2.6.2   
      DAC Interface

                  	 	 	3-9	 
	
                    3.2.6.3   
      Serial Interface

                  	 	 	3-10	 
	
                    3.2.6.4   
      I2C Interface

                  	 	 	3-10	 
	
                    3.2.6.5   
      IF/RF Interface

                  	 	 	3-10	 
	
                    3.2.6.6   
      Ethernet Interface

                  	 	 	3-10	 
	
                    3.2.6.7   
      GPIO Interface

                  	 	 	3-11	 
	
                    3.2.6.8   
      Debug Interface

                  	 	 	3-11	 
	
                    3.2.6.9   
      Clock Interface

                  	 	 	3-11	 
	
                    3.2.6.10   
      External Memory Interface

                  	 	 	3-11	 
	
                    3.2.7   
      Physical & Environmental Requirements

                  	 	 	3-12	 
	
                    3.2.8   
      Power Requirements

                  	 	 	3-12	 
	 	 	 	 	 
	
                    4.0   
      SATELLITE BASEBAND [***]  HARDWARE PLATFORM FOR
      [***]

                  	 	 	4-1	 
	
                    4.1   
      [***] ARCHITECTURE

                  	 	 	4-1	 
	
                    4.2   
      [***] REQUIREMENTS

                  	 	 	4-2	 
	
                    4.2.1   
      Functional Requirements

                  	 	 	4-2	 
	
                    4.2.2   
      Interface Requirements

                  	 	 	4-2	 
	
                    4.2.3   
      Physical Requirements

                  	 	 	4-3	 


          

           

          
            
              TERRESTAR
PROPRIETARY

            

            
              iii

              
                

              

            

            
              
              

            

          

          
             

            
              
                

                
                  TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                  
                    
                      

                    

                  

                

                 

              

            

          

          
            
              
                
                  	
                          5.0    SATELLITE
      BASEBAND SOFTWARE PLATFORM

                        	 	 	5-1	 
	
                          5.1   
      OVERVIEW

                        	 	 	5-1	 
	
                          5.2   
      ARCHITECTURE

                        	 	 	5-1	 
	
                          5.3   
      SATELLITE BASEBAND SOFTWARE PLATFORM REQUIREMENTS

                        	 	 	5-2	 
	
                          5.3.1   
      Access Stratum Functional Requirements

                        	 	 	5-2	 
	
                          5.3.2   
      DSP/PHY Functional Requirements

                        	 	 	5-3	 
	
                          5.3.3   
      Services

                        	 	 	5-3	 
	
                          5.3.3.1   
      VoIP

                        	 	 	5-4	 
	
                          5.3.3.2   
      Emergency Voice Calling

                        	 	 	5-4	 
	
                          5.3.3.3   
      IP Multicast and Push-to-Talk Voice

                        	 	 	5-4	 
	
                          5.3.3.4   
      Data Services

                        	 	 	5-5	 
	
                          5.3.3.5   
      Video Services

                        	 	 	5-5	 
	
                          5.3.3.6   
      Multimedia

                        	 	 	5-5	 
	
                          5.3.4   
      Security

                        	 	 	5-5	 
	
                          5.3.5   
      Handoff

                        	 	 	5-6	 
	
                          5.3.6   
      Power Control

                        	 	 	5-6	 
	
                          5.3.7   
      Hybrid ARQ

                        	 	 	5-6	 
	
                          5.3.8   
      Single Antenna Interference Cancellation

                        	 	 	5-6	 
	
                          5.3.9   
      Power Management

                        	 	 	5-7	 
	
                          5.3.10   
      Management and Diagnostic Features

                        	 	 	5-7	 
	
                          5.3.11   
      Operating System Requirements

                        	 	 	5-7	 
	
                          5.3.12   
      Processing Requirements

                        	 	 	5-7	 
	
                          5.3.13   
      Memory Requirements

                        	 	 	5-7	 
	
                          5.3.14   
      Interface Requirements

                        	 	 	5-8	 
	
                          5.4   
      PERFORMANCE ENHANCING PROXY (PEP)

                        	 	 	5-8	 
	
                          5.5   
      ATC PROCESSOR REQUIREMENTS (CFE)

                        	 	 	5-8	 
	 	 	 	 	 
	
                          6.0   
      SCHEDULE OF FEATURE RELEASES

                        	 	 	6-1	 
	 	 	 	 	 
	
                          7.0   
      ACRONYMS AND ABBREVIATIONS

                        	 	 	7-1	 


                

              

            

          

        

         

         

        
        

        
        

        
        

        
        

         

        
        

        
        

        
        

        
        

        
        

         

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

         

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
          
            TERRESTAR
PROPRIETARY

          

          
            iv

            
              

            

          

          
            
            

          

        

        
           

          
            
              
                
                  

                  
                    TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                    
                      
                        

                      

                    

                  

                   

                

              

            

          

        

        LIST
OF FIGURES

         

         

        
          
            	
                    FIGURE

                  	 	
                                             
      PAGE

                  	 
	 
      	 	 	 
	
                    Figure
      2-1.   GMR-3G Satellite Chipset Platform
      Architecture

                  	 	 	2-1	 
	
                    Figure
      2-2.   GMR-3G Satellite Baseband [***] Solution application
      for [***]

                  	 	 	2-3	 
	
                    Figure 2-3.   GMR-3G
      Satellite Baseband [***] Application for [***]

                  	 	 	2-4	 
	
                    Figure
      3-1.   Satellite Baseband [***] Architecture for
      [***]

                  	 	 	3-2	 
	
                    Figure
      4-1.   Discrete Satellite Baseband Solution Architecture
      for [***]

                  	 	 	4-1	 
	
                    Figure
      5-1.   UMTS/GMR-3G Protocol Stack

                  	 	 	5-2	 


          



                                                                                                                                                                                                                                                                                                                           

        


         

        
        

        
        

        
        

        
        

        
        

        


         

         

        
 

        
          
            TERRESTAR
PROPRIETARY

          

          
            v

            
              

            

          

          
            
            

          

        

        
          
             

            

            
              TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

              
                
                  

                

              

            

             

          



        LIST
OF TABLES

         

        
          
            	
                    TABLE

                  	 	
                                              PAGE

                  	 
	 
      	 	 	 
	
                    Table 1-1.   Document
      Hierarchy

                  	 	 	1-1	 
	
                    Table 1-2.   Requirement
      Specification Table Format

                  	 	 	1-2	 
	
                    Table
      3-1.   Functional Requirements

                  	 	 	3-2	 
	
                    Table
      3-2.   Two Antenna Operation

                  	 	 	3-4	 
	
                    Table
      3-3.   Transmit Modulation, Coding, and Information
      Rates

                  	 	 	3-4	 
	
                    Table
      3-4.   Receive Modulation, Coding, and Information
      Rates

                  	 	 	3-5	 
	
                    Table
      3-5.   Receive Es/No (Modem to Modem)

                  	 	 	3-6	 
	
                    Table
      3-6.   RF Performance Requirements

                  	 	 	3-7	 
	
                    Table
      3-7.   Encryption

                  	 	 	3-8	 
	
                    Table
      3-8.   Power Savings Mode

                  	 	 	3-8	 
	
                    Table
      3-9.   Test Features

                  	 	 	3-8	 
	
                    Table
      3-10.   ADC Interface

                  	 	 	3-9	 
	
                    Table
      3-11.   DAC Interface

                  	 	 	3-9	 
	
                    Table
      3-12.   Serial Interface

                  	 	 	3-10	 
	
                    Table
      3-13.   I2C Interface

                  	 	 	3-10	 
	
                    Table
      3-14.   IF/RF Interface

                  	 	 	3-10	 
	
                    Table
      3-15.   Ethernet Interface

                  	 	 	3-10	 
	
                    Table
      3-16.   GPIO Interface

                  	 	 	3-11	 
	
                    Table
      3-17.   Debug Interface

                  	 	 	3-11	 
	
                    Table
      3-18.   Clock Interface

                  	 	 	3-11	 
	
                    Table
      3-19.   External Memory Interface

                  	 	 	3-11	 
	
                    Table
      3-20.   Physical & Environmental
      Requirements

                  	 	 	3-12	 
	
                    Table
      3-21.   Power Requirements

                  	 	 	3-12	 
	
                    Table
      4-1.   [***] Exceptions

                  	 	 	4-2	 
	
                    Table
      4-2.   Interface Requirements

                  	 	 	4-2	 
	
                    Table
      5-1.   Access Stratum Functional
    Requirements

                  	 	 	5-2	 
	
                    Table
      5-2.   DSP/PHY Functional Requirements

                  	 	 	5-3	 
	
                    Table
      5-3.   VoIP

                  	 	 	5-4	 
	
                    Table
      5-4.   Emergency Voice Calling

                  	 	 	5-4	 
	
                    Table
      5-5.   IP Multicast and Push-to-Talk Voice

                  	 	 	5-4	 
	
                    Table
      5-6.   Data Services

                  	 	 	5-5	 
	
                    Table
      5-7.   Video Services

                  	 	 	5-5	 
	
                    Table
      5-8.   Multimedia

                  	 	 	5-5	 
	
                    Table
      5-9.   Security

                  	 	 	5-5	 
	
                    Table
      5-10.   Handoff

                  	 	 	5-6	 
	
                    Table
      5-11.   Power Control

                  	 	 	5-6	 
	
                    Table
      5-12.   Hybrid ARQ

                  	 	 	5-6	 
	
                    Table
      5-13.   Single Antenna Interference
      Cancellation

                  	 	 	5-6	 
	
                    Table
      5-14.   Power Management

                  	 	 	5-7	 
	
                    Table
      5-15.   Management and Diagnostic Features

                  	 	 	5-7	 
	
                    Table
      5-16.   Operating System Requirements

                  	 	 	5-7	 
	
                    Table
      5-17.   Memory Requirements

                  	 	 	5-7	 
	
                    Table
      5-18.   Interface Requirements

                  	 	 	5-8	 
	
                    Table
      5-19.   PEP Requirements

                  	 	 	5-8	 
	
                    Table
      5-20.   Imposed Requirements for the CFE ATC Processor and
      NAS

                  	 	 	5-9	 


          

        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
          
            TERRESTAR
PROPRIETARY

          

          
            vi

            
              

            

          

          
            
            

          

        

        
           

          
            
              

              
                TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                
                  
                    

                  

                

              

               

            

          

        

        1.0   INTRODUCTION

        


         

        
          1.1   PURPOSE
AND SCOPE



        The
document is the technical specification for the GMR-3G Satellite Chipset
Platform supporting the operation of terminals over the satellite portion of the
TerreStar 3G networks.

        


        Hughes is
responsible for delivering the Satellite Baseband solution and the GMR-3G
software.  The Satellite Baseband hardware is being developed in
[***].  [***].  This document provides the requirements for
[***] hardware platform and the associated software.

        


        Section
2.0 provides an overview of the architecture for the GMR-3G Satellite Chipset
Platform.  Section 3.0 details the [***] architecture and requirements
while Section 4.0 provides the requirements for the
[***].  Section 5.0 provides the details of the software
components that Hughes offers to develop to support satellite operation for
TerreStar terminals.

        


        The
assumption in this document is that Hughes will supply the [***] to a
Terrestar-Selected vendor [***].

        


         

        1.2   DOCUMENT
HIERARCHY

        
 

        
          
            
              
                
                  	
                          Table 1-1.   Document
      Hierarchy

                        
	
                          No.

                        	
                          Document

                        	
                          Content

                        
	
                          1.

                        	
                          Contract

                        	
                          Terms
      and Conditions

                        
	
                          2.

                        	
                          Exhibit
      A

                          Exhibit
      A2

                        	
                          Statement
      of Work,  S-BSS

                          Statement
      of Work,  Chipset Platform

                        
	
                          3.

                        	
                          Exhibit
      B

                          Exhibit
      B2

                        	
                          S-BSS
      Technical Specification

                          GMR-3G
      Satellite Chipset Platform Technical Specification

                        
	
                          4.

                        	
                          Exhibit
      C

                          Exhibit
      C2

                        	
                          Price
      Schedule and Payment Milestones

                          Chipset
      Platform Price Schedule and Payment Milestones

                        
	
                          5.

                        	
                          Exhibit
      D

                          Exhibit
      D2

                        	
                          Options

                          Chipset
      Platform
Options

                        


                

              

            

          

        

         

        
          
            TERRESTAR
PROPRIETARY

          

          
            1-1

            
              

            

          

          
            
            

          

        

        
          
             

            
              
                

                
                  TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                  
                    
                      

                    

                  

                

                 

              

            

          

        

        
          1.3   DOCUMENT
CONVENTIONS

           

        

        The
meaning of the following terms is appropriate throughout this Technical
specification document:

        


        
          	
                  Shall

                	
                  Represents
      a mandatory requirement that must be implemented in full by the Contractor
      or Customer as noted.

                


        

        


        
          	
                  Should

                	
                  Represents
      a desirable, but not legally required, act, or omission, whose
      implementation (in full or in part) is considered advantageous to the
      service.

                


        

        


        
          	
                  Shall
      not

                	
                  Represents
      a requirement that will not under any circumstances be implemented by the
      defined party.

                


        

        


        The
requirement numbers shall comprise the
specification section number from the table, concatenated with the reference
number from the table, for example, 2.1.1 or 2.1.3 in the Table 1-2
example.

        


        Parameters
that are in square brackets are subject to change.  The contractor
shall propose final
numbers at C-PDR.

        


        
          
            
              
                
                  	
                          Table 1-2.   Requirement
      Specification Table Format

                        
	
                          Section

                        	
                          Reference

                        	
                          Requirement

                        
	
                          X.X

                          (e.g.,
      2.1)

                        	
                          1

                        	
                          The
      GMR-3G Satellite Chipset Platform shall
  ...

                        
	
                          2

                        	
                          The
      GMR-3G Satellite Chipset Platform shall
  ...

                        
	
                          3

                        	
                          The
      GMR-3G Satellite Chipset Platform shall
  ...

                        


                

              

            

          

        

         

        
           

          1.4   DEFINITIONS



        ATC Baseband
Processor               
[***].

        


        SAT Baseband
Processor               
[***].

        


        
          
            TERRESTAR
PROPRIETARY

          

          
            1-2

            
              

            

          

          
            
            

          

        

        
          
             

            
              
                

                
                  TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                  
                    
                      

                    

                  

                

                 

              

            

          

        

        2.0   GMR-3G
SATELLITE CHIPSET PLATFORM

        


        
           

          2.1   OVERVIEW

        

         

        The
GMR-3G Satellite chipset platform consists of a Hughes supplied [***] hardware
and Hughes supplied [***] software. The GMR-3G Satellite chipset platform
[***].

        


        It is
assumed that the GMR-3G Satellite Chipset Platform hosts [***].

        


        The
operational concept of the GMR-3G Satellite Chipset Platform is to [***]
functions operating under the control and supervision of the
[***].  Overall terminal operation, application processing, voice and
or video coding, terrestrial communications (UMTS or GSM) and user interface
functions are performed by the [***].

        


        The RF
Components: [***].  A high-level block diagram of the Satellite
Chipset platform as used in a terminal is shown in Figure 2-1.

        


        


        [***]

         

        Figure
2-1.   GMR-3G Satellite Chipset Platform
Architecture

         

         

         

         

        
          
            TERRESTAR
PROPRIETARY

          

          
            2-1

            
              

            

          

          
            
            

          

        

        
          
             

            
              
                

                
                  TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                  
                    
                      

                    

                  

                

                 

              

            

          

        

        
           

          2.2   SATELLITE
BASEBAND [***] DEVELOPMENT PHASES



        The
Satellite Chipset Platform will be developed [***].

        


        
           

          2.2.1   [***]
Development

        

         

        [***]

        


        [***]

        


        [***]

        


         

         

        
 

        
          
            TERRESTAR
PROPRIETARY

          

          
            2-2

            
              

            

          

          
            
            

          

        

        
          
            
               

              
                
                  

                  
                    TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                    
                      
                        

                      

                    

                  

                   

                

              

            

          



        


        


        


        


        


        


        


        


        


         

         

         

        
 

        


        [***]

         

        Figure
2-2.   GMR-3G Satellite Baseband Discrete Solution application
for [***]

      

       

       

      
        


        
          2.2.2   [***]
Development

        

         

        [***]

        


        [***]

        


         

         

         

        
 

        
          
            TERRESTAR
PROPRIETARY

          

          
            2-3

            
              

            

          

          
            
            

          

        

        
          
            
               

              
                
                  

                  
                    TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                    
                      
                        

                      

                    

                  

                   

                

              

            

          




        


        


        


        


        


        


        


        


        


        


        


        


        


        [***]

         

        Figure 2-3.   GMR-3G
Satellite Baseband [***] Application for [***]

         

         

         

         

        
 

        
          
            TERRESTAR
PROPRIETARY

          

          
            2-4

            
              

            

          

          
            
            

          

        

        
          
            
               

              
                
                  

                  
                    TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                    
                      
                        

                      

                    

                  

                   

                

              

            

          

        

        
        

        3.0   SATELLITE
BASEBAND [***] HARDWARE PLATFORM ([***])

         

        
 

        
          3.1   ARCHITECTURE

        

         

        [***]

        


        [***]

        


        [***]

        


        [***]

        


        [***]

        


        [***]

        


        [***]

        


        [***]

        


        [***]

        


        


         

         

         

        
 

        
          
            TERRESTAR
PROPRIETARY

          

          
            3-1

            
              

            

          

          
            
            

          

        

        
          
             

            
              
                

                
                  TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                  
                    
                      

                    

                  

                

                 

              

            

          



        


         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

        
 

        


        [***]

         

        Figure
3-1.   Satellite Baseband [***] Architecture for
[***]

         

        


        3.2   REQUIREMENTS

         

      

      
        3.2.1   Functional
Requirements

        


        
        

        
          
            
              	
                      Table
      3-1.   Functional Requirements

                    
	
                      Section

                    	
                      Reference

                    	
                        
      Requirement

                    
	
                      [***]

                    	
                      [***]

                    	
                        
      [***]

                       

                       

                    


            

          

        

         

        
          
            TERRESTAR
PROPRIETARY

          

          
            3-2

            
              

            

          

          
            
            

          

        

        
          
             

            
              
                

                
                  TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                  
                    
                      

                    

                  

                

                 

                 

                
                  
                    
                      	
                              Table
      3-1.   Functional Requirements

                            
	
                              Section

                            	
                              Reference

                            	
                                
      Requirement

                            
	
                              [***]

                            	
                              [***]

                            	
                                
      [***]

                               

                               

                            
	
                              [***]

                            	
                                
      [***]

                               

                            
	
                              [***]

                            	
                                
      [***]

                               

                            
	
                              [***]

                            	
                                
      [***]

                               

                               

                            
	
                              [***]

                            	
                                
      [***]

                               

                               

                            
	
                              [***]

                            	
                                
      [***]

                               

                            
	 
      	
                              [***]

                            	
                                
      [***]

                               

                            
	 
      	
                              [***]

                            	
                                
      [***]

                               

                               

                               

                            
	 
      	
                              [***]

                            	
                                
      [***]

                               

                               

                            
	 
      	
                              [***]

                            	
                                
      [***]

                               

                               

                               

                            
	 
      	
                              [***]

                            	
                                
      [***]

                               

                            
	 
      	
                              [***]

                            	
                                
      [***]

                               

                               

                            
	 
      	
                              [***]

                            	
                                
      [***]

                               

                               

                               

                            


                    

                  

                

                 

                
                  
                    TERRESTAR
PROPRIETARY

                  

                  
                    3-3

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                
                  
                    
                      

                      
                        TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                        
                          
                            

                          

                        

                      

                       

                    

                  

                

                3.2.1.1   Two
Antenna Operation

              

            

          

        

         

        
          
            
              
                	
                        Table
      3-2.   Two Antenna Operation

                      
	
                        Section

                      	
                        Reference

                      	
                          
      Requirement

                      
	
                        [***]

                      	
                        [***]

                      	
                          
      [***]

                      
	
                        [***]

                      	
                          
      [***]

                         

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                         

                      
	 
      	
                        [***]

                      	
                          
      [***]

                         

                         

                      


              

            

          

        

        


         

        3.2.2   Performance
Requirements

         

        3.2.2.1   Link
Performance Requirements

      

      
        


        
        

        
        

        [***]

        


        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                	
                                                                        Table
      3-3.   Transmit Modulation, Coding, and Information
      Rates

                                                                      
	
                                                                        Reference

                                                                      	
                                                                        Modulation

                                                                      	
                                                                        Approx. 
         

                                                                        Effective 
       

                                                                        Code
      Rate

                                                                      	
                                                                        BW
      (KHz)

                                                                      	
                                                                        Symbol
      Rate

                                                                      	
                                                                        Approx.
      Net 

                                                                        Payload  Bit
      

                                                                        Rate
      (Kb/s)

                                                                      	
                                                                        Gross
      Bit 

                                                                        Rate
      (Kb/s)

                                                                      
	
                                                                        [***]

                                                                      	
                                                                        [***]

                                                                      	
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                                                                        [***]

                                                                      


                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        
          
            TERRESTAR
PROPRIETARY

          

          
            3-4

            
              

            

          

          
            
            

          

        

         

        
          
            
              

              
                TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                
                  
                    

                  

                

              

               

            

          

        

        [***]

         

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    	
                                                                            
                                                                              
                                                                                Table
      3-4.   Receive Modulation, Coding, and Information
      Rates

                                                                              

                                                                            

                                                                          
	
                                                                            Reference

                                                                          	
                                                                            Modulation

                                                                          	
                                                                            Approx. 
         

                                                                            Effective 
       

                                                                            Code
      Rate

                                                                          	
                                                                            BW
      (KHz)

                                                                          	
                                                                            Symbol
      Rate

                                                                          	
                                                                            Approx.
      Net 

                                                                            Payload  Bit
      

                                                                            Rate
      (Kb/s)

                                                                          	
                                                                            Gross
      Bit 

                                                                            Rate
      (Kb/s)

                                                                          
	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
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                                                                            [***]

                                                                          	
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                                                                            [***]

                                                                          	
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                                                                            [***]

                                                                          


                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

        

        


        [***]

         

        


        [***]

         

         

         

        
          
            TERRESTAR
PROPRIETARY

          

          
            3-5

            
              

            

          

          
            
            

          

        

         

          
            
              

              
                TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                
                  
                    

                  

                

              

               

            

          

        

        
 

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          	
                                                                                                                  Table
      3-5.   Receive Es/No (Modem to Modem)

                                                                                                                  [***]

                                                                                                                
	
                                                                                                                  Reference

                                                                                                                	
                                                                                                                  Modulation

                                                                                                                	
                                                                                                                  FEC

                                                                                                                	
                                                                                                                  Approx
      Code Rate

                                                                                                                	
                                                                                                                  Symbol
      Rate (KS/s)

                                                                                                                	
                                                                                                                  Required
      Es/No (dB)

                                                                                                                	
                                                                                                                  BER/FER

                                                                                                                
	
                                                                                                                  [***]

                                                                                                                	
                                                                                                                  [***]

                                                                                                                	
                                                                                                                  [***]

                                                                                                                	
                                                                                                                  [***]

                                                                                                                	
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                                                                                                                  [***]

                                                                                                                	
                                                                                                                  [***]

                                                                                                                   

                                                                                                                
	
                                                                                                                  [***]

                                                                                                                	
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                                                                                                                  [***]

                                                                                                                	
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                                                                                                                  [***]

                                                                                                                	
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          3.2.2.2   RF
Performance Requirements



        
        

        [***]

        


        


        
          
            
              	
                      Table
      3-6.   RF Performance Requirements

                    
	
                      Section

                    	
                      Reference

                    	
                        
      Requirement

                    
	
                      [***]

                    	
                      [***]

                    	
                        
      [***]

                       

                    
	
                      [***]

                    	
                        
      [***]

                       

                       

                    
	
                      [***]

                    	
                        
      [***]

                       

                       

                    
	
                      [***]

                    	
                        
      [***]

                       

                       

                       

                    


            

          

        

         

        
          
            TERRESTAR
PROPRIETARY

          

          
            3-6

            
              

            

          

          
            
            

          

        

         

        
          
            
              

              
                TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                
                  
                    

                  

                

              

               

            

          

        

        
          
            
              
                	
                        Table
      3-6.   RF Performance Requirements

                      
	
                        Section

                      	
                        Reference

                      	
                          
      Requirement

                      
	
                         

                      	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                         

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                         

                         

                      


              

            

          

        

         

        
          
            TERRESTAR
PROPRIETARY

          

          
            3-7

            
              

            

          

          
            
            

          

        

        
           

          
            
              
                

                
                  TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                  
                    
                      

                    

                  

                

                 

                 

                 

              

            

          

        

        3.2.3   Encryption

        
        

        


        
          
            
              	
                      Table
      3-7.   Encryption

                    
	
                      Section

                    	
                      Reference

                    	
                        
      Requirement

                    
	
                      [***]

                    	
                      [***]

                    	
                        
      [***]

                       

                       

                       

                    


            

          

        

        


        
           

          3.2.4   Power
Savings Mode

           

        

        
        

        
          
            
              
                	
                        Table
      3-8.   Power Savings Mode

                      
	
                        Section

                      	
                        Reference

                      	
                          
      Requirement

                      
	
                        [***]

                      	
                        [***]

                      	
                          
      [***]

                         

                      
	 
      	
                        [***]

                      	
                          
      [***]

                         

                         

                         

                      
	 
      	
                        [***]

                      	
                          
      [***]

                         

                         

                         

                      


              

            

          

        

        


        
           

          3.2.5   Test
Features

        

         

        
          
            
              
                
                  	
                          Table
      3-9.   Test Features

                        
	
                          Section

                        	
                          Reference

                        	
                            
      Requirement

                        
	
                          [***]

                        	
                          [***]

                        	
                            
      [***]

                           

                        
	
                          [***]

                        	
                            
      [***]

                           

                        
	
                          [***]

                           

                        	 
      
	
                          [***]

                        	
                            
      [***]

                           

                        
	
                          [***]

                        	
                            
      [***]

                           

                        
	
                          [***]

                           

                        	
                            
      [***]

                        


                

              

            

          

        

        
          
            
              
                
                  
                    
                      
                        
                          	
                                   

                                	
                                   

                                	
                                    
      [***]

                                


                        

                      

                    

                  

                

              

            

          

           

        

        
          
            TERRESTAR
PROPRIETARY

          

          
            3-8

            
              

            

          

          
            
            

          

        

        
           

          
            
              
                
                  

                  
                    TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                    
                      
                        

                      

                    

                  

                   

                

              

            

          

        

        3.2.6   Interface
Requirements

      

       

      
        3.2.6.1   ADC
Interface

        


        
        

        


        
        

         

        
          
            
              
                	
                        Table
      3-10.   ADC Interface

                      
	
                        Section

                      	
                        Reference
      

                      	
                          
      Requirement

                      
	
                        [***]

                      	
                        [***]

                      	
                          
      [***]

                         

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                         

                         

                         

                      


              

            

          

        

        


        
           

          3.2.6.2   DAC
Interface



        
        

        
          
            
              
                
                  
                    	
                            Table
      3-11.   DAC Interface

                          
	
                            Section

                          	
                            Reference

                          	
                              
      Requirement

                          
	
                            [***]

                          	
                            [***]

                          	
                              
      [***]

                             

                             

                          
	
                            [***]

                          	
                              
      [***]

                             

                          
	
                            [***]

                          	
                              
      [***]

                             

                             

                             

                             

                          


                  

                

              

            

          

        

        


        
          
            TERRESTAR
PROPRIETARY

          

          
            3-9

            
              

            

          

          
            
            

          

        

         

        
          
            

            
              TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

              
                
                  

                

              

            

             

          

        

        
          3.2.6.3   Serial
Interface

        

        
        

        


        
          
            
              
                	
                        Table
      3-12.   Serial Interface

                      
	
                        Section

                      	
                        Reference

                      	
                          
      Requirement

                      
	
                        [***]

                      	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      


              

            

          

        

         

        
 

        
          3.2.6.4   I2C
Interface

        

         

        
          
            
              	
                      Table
      3-13.   I2C Interface

                    
	
                      Section

                    	
                      Reference

                    	
                        
      Requirement

                    
	
                      [***]

                    	
                      [***]

                    	
                        
      [***]

                       

                    


            

          

        

         

        
 

        
          3.2.6.5   IF/RF
Interface

        

         

        
          
            
              
                	
                        Table
      3-14.   IF/RF Interface

                      
	
                        Section

                      	
                        Reference

                      	
                          
      Requirement

                      
	
                        [***]

                      	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      
	 
      	
                        [***]

                      	
                          
      [***]

                         

                      


              

            

          

        

        


         

        
          3.2.6.6   Ethernet
Interface

           

        

        
          
            
              	
                      Table
      3-15.   Ethernet Interface

                    
	
                      Section

                    	
                      Reference

                    	
                        
      Requirement

                    
	
                      [***]

                    	
                      [***]

                    	
                        
      [***]

                       

                       

                    


            

          

        

        


        
          
            TERRESTAR
PROPRIETARY

          

          
            3-10

            
              

            

          

           

          
            
            

          

        

        
          
            

            
              TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

              
                
                  

                

              

            

             

          

        

        
          3.2.6.7   GPIO
Interface

           

        

        
        

        
          
            
              	
                      Table
      3-16.   GPIO Interface

                    
	
                      Section

                    	
                      Reference

                    	
                        
      Requirement

                    
	
                      [***]

                    	
                      [***]

                    	
                        
      [***]

                       

                       

                    


            

          

        

        


         

        
          3.2.6.8   Debug
Interface

           

        

        
          
            
              
                	
                        Table
      3-17.   Debug Interface

                      
	
                        Section

                      	
                        Reference

                      	
                          
      Requirement

                      
	
                        [***]

                      	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      


              

            

          

        

         

        
          3.2.6.9   Clock
Interface

        

        
        

        


        
          
            
              
                
                  	
                          Table
      3-18.   Clock Interface

                        
	
                          Section

                        	
                          Reference

                        	
                            
      Requirement

                        
	
                          [***]

                        	
                          [***]

                        	
                            
      [***]

                           

                           

                        
	
                          [***]

                        	
                            
      [***]

                           

                        
	
                          [***]

                        	
                            
      [***]

                           

                           

                           

                        


                

              

            

          

        

         

        
          3.2.6.10   External
Memory Interface

        

        
        

        


        
          
            
              	
                      Table
      3-19.   External Memory Interface

                    
	
                      Section

                    	
                      Reference

                    	
                        
      Requirement

                    
	
                      [***]

                    	
                      [***]

                    	
                        
      [***]

                       

                       

                    


            

          

        

         

        
          
            TERRESTAR
PROPRIETARY

          

          
            3-11

            
              

            

          

          
            
            

          

        

         

        
          
          

          
            
              

              
                TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                
                  
                    

                  

                

              

               

            

          

        

        3.2.7   Physical
& Environmental Requirements

        


        
          
            
              
                	
                        Table
      3-20.   Physical & Environmental
      Requirements

                      
	
                        Section

                      	
                        Reference

                      	
                          
      Requirement

                      
	
                        [***]

                      	
                        [***]

                      	
                          
      [***]

                      
	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      


              

            

          

        

        


        
           

          3.2.8   Power
Requirements

        

         

        
          
            
              
                	
                        Table
      3-21.   Power Requirements

                      
	
                        Section

                      	
                        Reference

                      	
                          
      Requirement

                      
	
                        [***]

                      	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      


              

            

          

        

         

        
          
            TERRESTAR
PROPRIETARY

          

          
            3-12

            
              

            

          

          
            
            

          

        

         

        
          
            
            

            
              
                

                
                  TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                  
                    
                      

                    

                  

                

                 

              

            

          

        

        4.0   SATELLITE
BASEBAND [***]

        HARDWARE
PLATFORM [***]

        


        
           

           

          4.1   [***]
ARCHITECTURE



        
        

        


        [***]

        


        [***]

        [***]

        [***]

        


        [***].

        


        [***]

        


        


        


        


        


        


        


        


        


        


        


        
 

        


        [***]

         

        Figure
4-1.   [***] Satellite Baseband Solution Architecture for
[***]

         

        


        


        


        


        


        


        [***]

         

        
          
            TERRESTAR
PROPRIETARY

          

          
            4-1

            
              

            

          

          
            
            

          

        

        
           

          
            
              
              

              
                
                  

                  
                    TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                    
                      
                        

                      

                    

                  

                   

                

              

            

          

        

        [***]

        


        


        [***]

        


        


        


        [***]

        


        
           

          4.2   [***]
REQUIREMENTS



        
        

        
          4.2.1   Functional
Requirements



        
        

        The [***]
solution shall have the same functionality as described in Chapters 1, 2, 3 and
5 except as noted in Table 4-1 as exceptions.

        


        
          
            
              
                	
                        Table
      4-1.   [***] Exceptions

                      
	
                        Section

                      	
                        [***] Reference

                        Paragraph

                      	
                          
      Exception

                      
	
                        [***]

                      	
                         

                        [***]

                      	
                         

                          
      [***]

                      
	
                        [***]

                      	
                          
      [***]

                      
	
                        [***]

                      	
                          
      [***]

                         

                         

                         

                         

                         

                         

                         

                      
	 
      	
                        [***]

                      	
                          
      [***]

                         

                      


              

            

          

        

        


        
           

          4.2.2   Interface
Requirements

        

         

        
          
            
              	
                      Table
      4-2.   Interface Requirements

                    
	
                      Section

                    	
                      Reference

                    	
                      Requirement

                    
	
                      [***]

                    	
                      [***]

                    	
                      [***]

                       

                       

                       

                    


            

          

        

         

        
          
            TERRESTAR
PROPRIETARY

          

          
            4-2

            
              

            

          

          
            
            

          

        

         

        
          
            
              
              

              
                
                  

                  
                    TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                    
                      
                        

                      

                    

                  

                   

                

              

            

          


           

          4.2.3   Physical
Requirements

        

        
        

        


        
          
            
              
                	
                        Table
      4-3.   Physical Requirements

                      
	
                        Section

                      	
                        Reference

                      	
                          
      Requirement

                      
	
                        [***]

                      	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      


              

            

          

        

         

         

         

        
          
            TERRESTAR
PROPRIETARY

          

          
            4-3

            
              

            

          

          
            
            

          

        

         

        
          
            
              
                
                

                
                  
                    

                    
                      TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                      
                        
                          

                        

                      

                    

                     

                  

                

              

            

          

        

        5.0   SATELLITE
BASEBAND SOFTWARE PLATFORM

        


        
           

          5.1   OVERVIEW



        
        

        [***]

        


         

        
 

        
          5.2   ARCHITECTURE



        
        

        [***]

        


         

         

         

         

         

         

         

         

         

        
          
            TERRESTAR
PROPRIETARY

          

          
            5-1

            
              

            

          

          
            
            

          

        

         

        
          
            
              
                
                

                
                  
                    

                    
                      TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                      
                        
                          

                        

                      

                    

                     

                  

                

              

            

          

        

         

         

         

        [***]

        


        


        


        


        


        


        
 

        


        
 

        [***]

         

        Figure
5-1.   UMTS/GMR-3G Protocol Stack

         

        


        


        


        


        
 

        
          5.3   SATELLITE
BASEBAND SOFTWARE PLATFORM REQUIREMENTS



        
        

        
          5.3.1   Access
Stratum Functional Requirements

        

         

        
          
            
              	
                      Table
      5-1.   Access Stratum Functional
    Requirements

                    
	
                      Section

                    	
                      Reference

                    	
                        
      Requirement

                    
	
                      [***]

                    	
                      [***]

                    	
                        
      [***]

                       

                       

                    
	
                      [***]

                    	
                        
      [***]

                       

                       

                    
	
                      [***]

                    	
                        
      [***]

                       

                    
	
                      [***]

                    	
                        
      [***]

                       

                       

                    
	
                      [***]

                    	
                        
      [***]

                       

                    
	 
      	
                      [***]

                    	
                        
      [***]

                    


            

          

        

         

        
          
            TERRESTAR
PROPRIETARY

          

          
            5-2

            
              

            

          

          
            
            

          

        

        
           

          
            
              
                
                  
                  

                  
                    
                      

                      
                        TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                        
                          
                            

                          

                        

                      

                       

                       

                    

                  

                

              

            

          

        

        
          
            
              
                
                  	
                          Table
      5-1.   Access Stratum Functional
    Requirements

                        
	
                          Section

                        	
                          Reference

                        	
                            
      Requirement

                        
	 	 	 
	
                          [***]

                        	
                          [***]

                        	
                            
      [***]

                           

                           

                        
	
                          [***]

                        	
                            
      [***]

                           

                           

                        
	
                          [***]

                        	
                            
      [***]

                           

                        
	
                          [***]

                        	
                            
      [***]

                           

                           

                        
	
                          [***]

                        	
                            
      [***]

                           

                        
	 
      	
                          [***]

                        	
                            
      [***]

                           

                        


                

              

            

          

          
 

        

        
          5.3.2   DSP/PHY
Functional Requirements

           

        

        
          
            
              
                
                  	
                          Table
      5-2.   DSP/PHY Functional Requirements

                        
	
                          Section

                        	
                          Reference

                        	
                            
      Requirement

                        
	
                          [***]

                        	
                          [***]

                        	
                            
      [***]

                           

                        
	
                          [***]

                        	
                            
      [***]

                           

                        
	
                          [***]

                        	
                            
      [***]

                           

                        
	
                          [***]

                        	
                            
      [***]

                           

                        
	
                          [***]

                        	
                            
      [***]

                           

                        
	
                          [***]

                        	
                            
      [***]

                           

                        


                

              

            

          

        

        


        
           

          5.3.3   Services



        
        

        [***]

        


         

        
 

        
          
            TERRESTAR
PROPRIETARY

          

          
            5-3

            
              

            

          

          
            
            

          

        

        
          
             

            
              
                
                  
                    
                    

                    
                      
                        

                        
                          TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                          
                            
                              

                            

                          

                        

                         

                      

                    

                  

                

              

            

          

        

        5.3.3.1   VoIP

        


        [***]

        


        


        
          
            
              
                
                  	
                          Table
      5-3.   VoIP

                        
	
                          Section

                        	
                          Reference

                        	
                            
      Requirement

                        
	
                          [***]

                        	
                          [***]

                        	
                            
      [***]

                           

                        
	
                          [***]

                        	
                            
      [***]

                           

                        
	
                          [***]

                        	
                            
      [***]

                           

                        


                

              

            

          

        

        


        


        
        

        
          5.3.3.2   Emergency
Voice Calling



        [***]

        


        
          
            
              
                	
                        Table
      5-4.   Emergency Voice Calling

                      
	
                        Section

                      	
                        Reference

                      	
                          
      Requirement

                      
	
                        [***]

                      	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      


              

            

          

        

        


        
           

          5.3.3.3   IP
Multicast and Push-to-Talk Voice



        
        

        
          
            
              
                	
                        Table
      5-5.   IP Multicast and Push-to-Talk
  Voice

                      
	
                        Section

                      	
                        Reference

                      	
                          
      Requirement

                      
	
                        [***]

                      	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                         

                         

                         

                      


              

            

          

        

         

        
          
            TERRESTAR
PROPRIETARY

          

          
            5-4

            
              

            

          

          
            
            

          

        

        
          
             

            
              
                
                  
                    
                    

                    
                      
                        

                        
                          TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                          
                            
                              

                            

                          

                        

                         

                      

                    

                  

                

              

            

          

        

         

        
          
            
              	
                      Table
      5-5.   IP Multicast and Push-to-Talk
  Voice

                    
	
                      Section

                    	
                      Reference

                    	
                        
      Requirement

                    
	
                      [***]

                    	
                      [***]

                    	
                        
      [***]

                       

                    
	
                      [***]

                    	
                        
      [***]

                       

                    


            

          



        
        

        
          5.3.3.4   Data
Services



        
          
            
              	
                      Table
      5-6.   Data Services

                    
	
                      Section

                    	
                      Reference

                    	
                        
      Requirement

                    
	
                      [***]

                    	
                      [***]

                    	
                        
      [***]

                       

                       

                    


            

          

        

        


        


        
        

        
          5.3.3.5   Video
Services



        
          
            
              	
                      Table
      5-7.   Video Services

                    
	
                      Section

                    	
                      Reference

                    	
                        
      Requirement

                    
	
                      [***]

                    	
                      [***]

                    	
                        
      [***]

                       

                    


            

          

        

        


        


        
        

        
          5.3.3.6   Multimedia



        
          
            
              	
                      Table
      5-8.   Multimedia

                    
	
                      Section

                    	
                      Reference

                    	
                        
      Requirement

                    
	
                      [***]

                    	
                      [***]

                    	
                        
      [***]

                       

                       

                    


            

          

        

        


        


        
        

        
          5.3.4   Security



        
          
            
              	
                      Table
      5-9.   Security

                    
	
                      Section

                    	
                      Reference

                    	
                        
      Requirement

                    
	
                      [***]

                    	
                      [***]

                    	
                        
      [***]

                       

                    


            

          

        

        


        
          
            TERRESTAR
PROPRIETARY

          

          
            5-5

            
              

            

          

          
            
            

          

        

         

        
          
            
              
                
                  
                    
                    

                    
                      
                        

                        
                          TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                          
                            
                              

                            

                          

                        

                         

                      

                    

                  

                

              

            

          

        

        
        

        
          5.3.5   Handoff



        
          
            
              
                	
                        Table
      5-10.   Handoff

                      
	
                        Section

                      	
                        Reference

                      	
                          
      Requirement

                      
	
                        [***]

                      	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                         

                      


              

            

          

        

        


        


        
        

        
          5.3.6   Power
Control



        
          
            
              	
                      Table
      5-11.   Power Control

                    
	
                      Section

                    	
                      Reference

                    	
                        
      Requirement

                    
	
                      [***]

                    	
                      [***]

                    	
                        
      [***]

                       

                    


            

          

        

        


        


        
        

        
          5.3.7   Hybrid
ARQ



        
          
            
              	
                      Table
      5-12.   Hybrid ARQ

                    
	
                      Section

                    	
                      Reference

                    	
                        
      Requirement

                    
	
                      [***]

                    	
                      [***]

                    	
                        
      [***]

                       

                    


            

          

        

        


        


        
        

        
          5.3.8   Single
Antenna Interference Cancellation



        
          
            
              	
                      Table
      5-13.   Single Antenna Interference
      Cancellation

                    
	
                      Section

                    	
                      Reference

                    	
                        
      Requirement

                    
	
                      [***]

                    	
                      [***]

                    	
                        
      [***]

                       

                    


            

          

        

        


        
          
            TERRESTAR
PROPRIETARY

          

          
            5-6

            
              

            

          

          
            
            

          

        

        
           

          
            
              
                
                  
                    
                      
                      

                      
                        
                          

                          
                            TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                            
                              
                                

                              

                            

                          

                           

                        

                      

                    

                  

                

              

            

          

        

        
          5.3.9   Power
Management



        
        

        
          
            
              
                	
                        Table
      5-14.   Power Management

                      
	
                        Section

                      	
                        Reference

                      	
                          
      Requirement

                      
	
                        [***]

                      	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      


              

            

          

        

        


        


        
        

        
          5.3.10   Management
and Diagnostic Features



        
          
            
              
                	
                        Table
      5-15.   Management and Diagnostic
  Features

                      
	
                        Section

                      	
                        Reference

                      	
                          
      Requirement

                      
	
                        [***]

                      	
                        [***]

                      	
                          
      [***]

                         

                      
	
                        [***]

                      	
                          
      [***]

                         

                      


              

            

          

        

        


        


        
        

        
          5.3.11   Operating
System Requirements



        
          
            
              
                
                  	
                          Table
      5-16.   Operating System Requirements

                        
	
                          Section

                        	
                          Reference

                        	
                            
      Requirement

                        
	
                          [***]

                        	
                          [***]

                        	
                            
      [***]

                           

                        


                

              

            

          

        

        


        


        
        

        
          5.3.12   Processing
Requirements



        [***]

        


        


        [***]

        


        


        
        

        
          5.3.13   Memory
Requirements



        
          
            
              	
                      Table
      5-17.   Memory Requirements

                    
	
                      Section

                    	
                      Reference

                    	
                        
      Requirement

                    
	
                      [***]

                    	
                      [***]

                    	
                        
      [***]

                       

                    


            

          

        

        


        
          
            TERRESTAR
PROPRIETARY

          

          
            5-7

            
              

            

          

          
            
            

          

        

        
           

          
            
              
                
                  
                    
                      
                      

                      
                        
                          

                          
                            TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                            
                              
                                

                              

                            

                          

                           

                          
                            
                              
                                
                                  	
                                          Table
      5-17.   Memory Requirements

                                        
	
                                          Section

                                        	
                                          Reference

                                        	
                                            
      Requirement

                                        
	
                                          [***]

                                        	
                                          [***]

                                        	
                                            
      [***]

                                           

                                        


                                

                              

                            

                            


                          

                        

                      

                    

                  

                

              

            

          



        
        

        
          5.3.14   Interface
Requirements



        
          
            
              
                	
                        Table
      5-18.   Interface Requirements

                      
	
                        Section

                      	
                        Reference

                      	
                          
      Requirement

                      
	
                        [***]

                      	
                        [***]

                      	
                          
      [***]

                         

                         

                      


              

            

          

        

        


        


        


        
        

        
          5.4   PERFORMANCE
ENHANCING PROXY (PEP)



        [***]

        


        


        


        
          
            
              	
                      Table
      5-19.   PEP Requirements

                    
	
                      Section

                    	
                      Reference

                    	
                        
      Requirement

                    
	
                      [***]

                    	
                      [***]

                    	
                        
      [***]

                       

                       

                    
	
                      [***]

                    	
                        
      [***]

                    
	 
      	
                      [***]

                    	
                        
      [***]

                       

                    


            

          

        

         

        
          
            TERRESTAR
PROPRIETARY

          

          
            5-8

            
              

            

          

          
            
            

          

        

        
           

          
            
              
                
                  
                    
                      
                      

                      
                        
                          

                          
                            TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                            
                              
                                

                              

                            

                          

                           

                        

                      

                    

                  

                

              

            

          

        

        
          5.5   ATC
PROCESSOR REQUIREMENTS (CFE)

           

        

        
        

        
          
            
              	
                      Table
      5-20.   Imposed Requirements for the CFE ATC Processor and
      NAS

                    
	
                      Section

                    	
                      Reference

                    	
                      Requirement

                    
	
                      [***]

                    	
                      [***]

                    	
                      [***]

                       

                       

                       

                       

                       

                       

                    
	
                      [***]

                    	
                      [***]

                       

                       

                       

                    
	
                      [***]

                    	
                      [***]

                       

                       

                    
	
                      [***]

                    	
                      [***]

                       

                    
	
                      [***]

                    	
                      [***]

                       

                    
	
                      [***]

                    	
                      [***]

                       

                    
	
                      [***]

                    	
                      [***]

                       

                    
	
                      [***]

                    	
                      [***]

                       

                    
	
                      [***]

                    	
                      [***]

                       

                    
	 
      	
                      [***]

                    	
                      [***]

                       

                    


            

          

        

        


         

         

        
 

        
          
            TERRESTAR
PROPRIETARY

          

          
            5-9

            
              

            

          

          
            
            

          

        

        


        
          
            
            

            
              
                

                
                  TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                  
                    
                      

                    

                  

                

                 

              

            

          



        6.0   SCHEDULE
OF FEATURE RELEASES

        


        
          	
                  Release

                	
                  Feature

                
	
                  [***]

                	
                  [***]

                
	
                  [***]

                	
                  [***]

                
	
                  [***]

                	
                  [***]

                
	
                  [***]

                	
                  [***]

                
	
                  [***]

                	
                  [***]

                
	
                  [***]

                	
                  [***]

                
	
                  [***]

                	
                  [***]

                
	
                  [***]

                	
                  [***]

                
	
                  [***]

                	
                  [***]

                
	
                  [***]

                	
                  [***]

                
	
                  [***]

                	
                  [***]

                
	
                  [***]

                	
                  [***]

                
	
                  [***]

                	
                  [***]

                
	
                  [***]

                	
                  [***]

                
	
                  [***]

                	
                  [***]

                
	
                  [***]

                	
                  [***]

                
	
                  [***]

                	
                  [***]

                
	
                  [***]

                	
                  [***]

                
	
                  [***]

                	
                  [***]

                
	
                  [***]

                	
                  [***]

                
	
                  [***]

                	
                  [***]

                
	
                  [***]

                	
                  [***]

                
	
                  [***]

                	
                  [***]

                
	
                  [***]

                	
                  [***]

                


        

        [***]

        .

         

         

        
 

        
          
            TERRESTAR
PROPRIETARY

          

          
            6-1

            
              

            

          

          
            
            

          

        

         

        
          
            
              
              

              
                
                  

                  
                    TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                    
                      
                        

                      

                    

                  

                   

                

              

            

          

        

        7.0   ACRONYMS
AND ABBREVIATIONS

        


        


        
          
            
              	
                      Acronym

                    	
                      Description

                    
	
                      3G

                    	
                      The
      wireless technology deployed in the W-CDMA/UMTS
network.

                    
	
                      3GPP

                    	
                      Third-Generation
      Partnership Project

                    
	
                      ADC

                    	
                      Analog
      to Digital Converter

                    
	
                      API

                    	
                      Application
      Programming Interface

                    
	
                      ARM

                    	
                      Advanced
      RISC Machine

                    
	
                      ARQ

                    	
                      Automatic
      Repeat reQuest

                    
	
                      [***]

                    	
                      [***]

                    
	
                      ATC

                    	
                      Ancillary
      Terrestrial Component

                    
	
                      [***]

                    	
                      [***]

                    
	
                      BCCH

                    	
                      Broadcast
      Control Channel

                    
	
                      BER/FER

                    	
                      Bit
      Error Rate/Frame Error Rate

                    
	
                      BMC

                    	
                      Broadcast
      Multicast Control

                    
	
                      BP

                    	
                      Baseband
      Processor

                    
	
                      CMOS

                    	
                      Complementary
      Metal Oxide Semiconductor

                    
	
                      CPLD

                    	
                      Complex
      Programmable Logic Device

                    
	
                      DAC

                    	
                      Digital
      to Analog Converter

                    
	
                      [***]

                    	
                      [***]

                    
	
                      [***]

                    	
                      [***]

                    
	
                      EVM

                    	
                      Error
      Vector Magnitude

                    
	
                      FEC

                    	
                      Forward
      Error Correction

                    
	
                      FPGA

                    	
                      Field
      Programmable Gate Array

                    


            

          

        

        
           

          
            TERRESTAR
PROPRIETARY

          

          
            7-1

            
              

            

          

          
            
            

          

        

      

       

      
        
          
            
              
              

              
                
                  

                  
                    TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                    
                      
                        

                      

                    

                  

                   

                

              

            

          

        


        
          
            
              
                	 Acronym	 Description
	
                        FTP

                      	
                        File
      Transfer Protocol

                      
	
                        GMM

                      	
                        GPRS
      Mobility Management

                      
	
                        GMMAS-SAP

                      	
                        GPRS
      Mobility Management SAP

                      
	
                        GMR

                      	
                        GEO
      Mobile Radio

                      
	
                        GMR-3G

                      	
                        GEO
      Mobile Radio 3rd
      Generation

                      
	
                        GPIO

                      	
                        General
      Purpose Input Output

                      
	
                        GPRS

                      	
                        General
      Packet Radio Service

                      
	
                        GPS

                      	
                        Global
      Positioning System

                      
	
                        GSM

                      	
                        Global
      System for Mobile Communications

                      
	
                        GSMS

                      	
                        GPRS
      Short Message Service

                      
	
                        ICD

                      	
                        Interface
      Control Document

                      
	
                        IP

                      	
                        Internet
      Protocol

                      
	
                        LDPC

                      	
                        Low-Density
      Parity-Check

                      
	
                        MAC

                      	
                        Media
      Access Control

                      
	
                        [***]

                      	
                        [***]

                      
	
                        MIMO

                      	
                        Multiple
      Input Multiple Output

                      
	
                        MIPS

                      	
                        Million
      Instructions Per Second

                      
	
                        MM

                      	
                        Mobility
      Management

                      
	
                        MMI

                      	
                        Man
      Machine Interface

                      
	
                        MSS

                      	
                        Mobile
      Satellite Service

                      
	
                        NAS

                      	
                        Non-Access
      Stratum

                      
	
                        NVRAM

                      	
                        Non-Volatile
      Random Access Memory

                      
	
                        [***]

                      	
                        [***]

                      


              

            

          

        

      

    

     

    
      
        TERRESTAR
PROPRIETARY

      

      
        7-2

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
              

              
                
                  

                  
                    TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                    
                      
                        

                      

                    

                  

                   

                  
                    
                      
                        	Acronym        	 Description
	
                                [***]

                              	
                                [***]

                              
	
                                PA

                              	
                                Power
      Amplifier

                              
	
                                PDCP

                              	
                                Packet
      Data Convergence Protocol

                              
	
                                C-PDR

                              	
                                Chipset
      Preliminary Design Review

                              
	
                                PEP

                              	
                                Performance
      Enhancement Proxy

                              
	
                                PHY

                              	
                                Physical
      Layer

                              
	
                                PLL

                              	
                                Phase
      Lock Loop

                              
	
                                PTT

                              	
                                Push
      to Talk

                              
	
                                QoS

                              	
                                Quality
      of Service

                              
	
                                QPSK

                              	
                                Quadrature
      Phase-Shift Keying

                              
	
                                [***]

                              	
                                [***]

                              
	
                                RAB

                              	
                                Radio
      Access Bearer

                              
	
                                RABM

                              	
                                Radio
      Access Bearer Management

                              
	
                                RABMAS-SAP

                              	
                                Radio
      Access Bearer Management SAP

                              
	
                                RAM

                              	
                                Random
      Access Memory

                              
	
                                RAN

                              	
                                Radio
      Access Network

                              
	
                                RF

                              	
                                Radio
      Frequency

                              
	
                                RLC

                              	
                                Radio
      Link Control

                              
	
                                RMII

                              	
                                Reduced
      Media Independent

                              
	
                                RRC

                              	
                                Radio
      Resource Controller

                              
	
                                RSSI

                              	
                                Received
      Signal Strength Indication

                              
	
                                RTOS

                              	
                                Real
      Time Operating System

                              
	
                                RX
      ADC

                              	
                                Receiver
      Analog to Digital
Converter

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        TERRESTAR
PROPRIETARY

      

      
        7-3

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                

                
                  
                    

                    
                      TERRESTAR
CHIPSET FUNCTIONAL REQUIREMENTS

                      
                        
                          

                        

                      

                    

                    
                       

                       

                      
                        
                          	Acronym	 Description
	
                                  SAP

                                	
                                  Service
      Access Point

                                
	
                                  SAT

                                	
                                  Satellite

                                
	
                                  S-BSS

                                	
                                  Satellite
      Base Station Subsystem

                                
	
                                  SM

                                	
                                  Session
      Management

                                
	
                                  SoC

                                	
                                  System-on-Chip

                                
	
                                  SPI

                                	
                                  Serial
      Peripheral Interface

                                
	
                                  SS

                                	
                                  Supplementary
      Services

                                
	
                                  TBD

                                	
                                  To
      Be Determined

                                
	
                                  TX
      DAC

                                	
                                  Transmitter
      Digital to Analog Converter

                                
	
                                  UART

                                	
                                  Universal
      Asynchronous Receiver Transmitter

                                
	
                                  UE

                                	
                                  User
      Equipment

                                
	
                                  UE
      SW

                                	
                                  User
      Equipment Software

                                
	
                                  UMTS

                                	
                                  Universal
      Mobile Telecommunications System

                                
	
                                  UMTS
      NAS

                                	
                                  UMTS
      Non-Access Stratum

                                
	
                                  USB

                                	
                                  Universal
      Serial Bus

                                
	
                                  USIM

                                	
                                  Universal
      Subscriber Identity Module

                                
	
                                  VDD

                                	
                                  Voltage
      dd

                                
	
                                  VoIP

                                	
                                  Voice
      over
IP

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        TERRESTAR
PROPRIETARY

      

      
        7-4

        
          

        

      

      
        
        

      

    

    
      
         

        
          
            
              
                
                

                
                  
                    

                     

                    
                      TERRESTAR
CHIPSET PAYMENT MILESTONE SCHEDULE

                        

                      

                    

                     

                  

                

              

            

          



      

      
        


         

        


         

        


         

        


         

        Exhibit
C2

         

         

        TerreStar
Chipset

         

         

        Price
and Payment Milestone Schedule

         

        


         

        Version
2.6                                                                           May
2, 2007

         

        
 

        
          	Hughes Network Systems,
      LLC	 	 	 
	
                  11717
      Exploration Lane

                	 	 	 
	 Germantown,
      Maryland 20876  	 	
                     /s/
      Matthew Mohebbi

                	 


           

          
          

           

          
            	 TerreStar Networks
      Inc.	 	 	 
	 One Discovery
      Place	 	 	 
	 12010 Sunset
      Hills Road, 6th Floor	 	 	 
	 Reston,
      Virginia  20190   	 	
                     /s/ Neil
      Hazard

                  	 


          

           

        

         

         

        


        


        
          
            
              
                	
                        This
      document contains data and information proprietary to TerreStar Networks
      Inc. and Hughes Network Systems, LLC.  This data is being
      furnished pursuant to the provisions of the Contract between TerreStar
      Networks Inc. and Hughes Network Systems, LLC for the TerreStar Satellite
      Base Station Subsystem.  Hughes Network Systems, LLC and
      TerreStar Networks Inc. shall have the right to duplicate, use or disclose
      the data and information to the extent specified in the Contract and
      herein.

                         

                      
	
                        Information
      included in this Exhibit may contain technical data
      controlled by the Export Administration Regulations ("EAR") and/or
      the International Traffic in Arms Regulations ("ITAR").  This
      document has not been cleared for export or transfer to a Foreign
      Person or foreign entity.

                         

                      


              

            

          

        

         

        
          
            
            

          

          
            Page 1 of
6

            
              

            

          

          
            
            

          

        

         

        
           

          
            
              
                
                  
                  

                  
                    
                      

                       

                      
                        TERRESTAR
CHIPSET PAYMENT MILESTONE SCHEDULE

                          

                        

                      

                       

                    

                  

                

              

            

          

        

        TABLE
OF CONTENTS

         

         

        
          
            	
                    SECTION

                  	 	
                                              PAGE

                  	 
	
                    1.1   
      PURPOSE AND SCOPE

                  	 	 	4	 
	
                    1.2   
      DOCUMENT HIERARCHY

                  	 	 	4	 
	 	 	 	 	 
	
                    2.0   
      PRICE SCHEDULE

                  	 	 	5	 
	
                    2.1   
      CHIPSET BASELINE PRICE

                  	 	 	5	 
	
                    2.2   
      CHIPSET OPTION PRICES

                  	 	 	5	 
	 	 	 	 	 
	
                    3.0   
      CHIPSET PAYMENT PLAN

                  	 	 	6	 


          

        

         

         

         

         

         

         

         

        
          
            
            

          

          
            Page 2 of
6

            
              

            

          

          
            
            

          

        

         

        
          
            
            

            
              
                

                 

                
                  TERRESTAR
CHIPSET PAYMENT MILESTONE SCHEDULE

                    

                  

                

                 

              

            

          

        

        LIST
OF TABLES

         

         

        
          
            	
                    TABLE

                  	 	
                                             
      PAGE

                  	 
	 
      	 	 	 
	
                    Table 1-1.   Document
      Hierarchy

                  	 	 	4	 


          



         

         

         

         

        
          
            
            

          

          
            Page 3 of
6

            
              

            

          

          
            
            

          

        

         

        
          
            
              
              

              
                
                  

                   

                  
                    TERRESTAR
CHIPSET PAYMENT MILESTONE SCHEDULE

                      

                    

                  

                   

                

              

            

          

        

        1.1   PURPOSE
AND SCOPE

        


        This
Exhibit covers the Price Schedule and Payment Plan for the work that will be
performed by Hughes Network Systems, LLC (the Contractor) for the design,
development, fabrication, implementation, integration, delivery, performance
verification, and testing of [***] for the TerreStar Chipset.

        


        


        1.2   DOCUMENT
HIERARCHY

        


        
          
            
              
                	
                        Table 1-1.   Document
      Hierarchy

                      
	
                        No.

                      	
                        Document

                      	
                        Content

                      
	
                        1.

                      	
                        Contract

                      	
                        Terms
      and Conditions

                      
	
                        2.

                      	
                        Exhibit
      A

                      	
                        S-BSS
      Statement of Work

                      
	
                        3

                      	
                        Exhibit
      A2

                      	
                        Chipset
      Statement of Work

                      
	
                        4.

                      	
                        Exhibit
      B

                      	
                        S-BSS
      Technical Specifications

                      
	
                        5.

                      	
                        Exhibit
      B2

                      	
                        Chipset
      Technical Specifications

                      
	
                        6.

                      	
                        Exhibit
      C

                      	
                        S-BSS
      Price Schedule

                      
	
                        7.

                      	
                        Exhibit
      C2

                      	
                        Chipset
      Price Schedule

                      
	
                        8.

                      	
                        Exhibit
      D

                      	
                        S-BSS
      Options

                      
	
                        9.

                      	
                        Exhibit
      D2

                      	
                        Chipset
      Options

                      


              

            

          

        

        
 

        
          
            
            

          

          
            Page 4 of
6

            
              

            

          

          
            
            

          

        

        
           

          
            
              
              

              
                
                  

                   

                  
                    TERRESTAR
CHIPSET PAYMENT MILESTONE SCHEDULE

                      

                    

                  

                   

                

              

            

          

        

         

        2.0   PRICE
SCHEDULE

        


        2.1   CHIPSET
BASELINE PRICE

        


        
          
            
              
                
                  
                    
                      
                        	
                                Item

                              	
                                Description

                              	
                                 Price

                              
	
                                1

                              	
                                [***]

                              	
                                [***]

                              
	 
      	
                                [***]

                              	
                                [***]

                              
	 
      	
                                [***]

                              	 
      
	 
      	
                                [***]

                              	 
      
	 
      	
                                [***]

                              	
                                [***]

                              
	 
      	
                                [***]

                              	 
      
	 
      	
                                [***]

                              	 
      
	 
      	
                                [***]

                              	
                                [***]

                              
	 
      	
                                [***]

                              	 
      
	
                                2

                              	
                                [***]

                              	
                                [***]

                              
	 
      	
                                [***]

                              	
                                [***]

                              
	 
      	
                                [***]

                              	 
      
	 
      	
                                [***]

                              	 
      
	 
      	
                                [***]

                              	 
      
	 
      	
                                [***]

                              	
                                [***]

                              
	 
      	
                                [***]

                              	 
      
	 
      	
                                [***]

                              	 
      
	 
      	
                                [***]

                              	 
      
	 
      	
                                [***]

                              	 
      
	 
      	
                                [***]

                              	 
      
	 
      	
                                [***]

                              	
                                [***]

                              
	 
      	
                                [***]

                              	 
      
	 
      	
                                [***]

                              	 
      
	 
      	 
      	 
      
	
                                3

                              	
                                [***]

                                 

                              	
                                [***]

                              
	 
      	
                                TOTAL

                              	
                                 $    [***]

                              


                      

                    

                  

                

              

            

          

        

        


        


        


        2.2   CHIPSET
OPTION PRICES

        


        
          
            
              	
                      Item

                    	
                      Description

                    	
                       Price

                    
	
                      1

                    	
                      [***]

                    	
                      [***]

                    
	 
      	
                      [***]

                    	 
      
	 
      	
                      [***]

                    	 
      


            

          

        

         

        
          
            
            

          

          
            Page 5 of
6

            
              

            

          

          
            
            

          

        

        
           

          
            
              
              

              
                
                  

                   

                  
                    TERRESTAR
CHIPSET PAYMENT MILESTONE SCHEDULE

                      

                    

                  

                   

                

              

            

          

        

         

        3.0   CHIPSET
PAYMENT PLAN

        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            	
                                                                                                    Number

                                                                                                  	
                                                                                                    Payment
      Milestone

                                                                                                  	
                                                                                                    Percentage
      

                                                                                                    of
      Chipset 

                                                                                                    Amendment
      Value

                                                                                                  	
                                                                                                    Date

                                                                                                  
	
                                                                                                    1

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  
	
                                                                                                    2

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  
	
                                                                                                    2a

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  
	
                                                                                                    3

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  
	
                                                                                                    4

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  
	
                                                                                                    5

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  
	
                                                                                                    5a

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  
	
                                                                                                    6

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  
	
                                                                                                    7

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  
	
                                                                                                    8

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  
	
                                                                                                    9

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  
	
                                                                                                    10

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  
	
                                                                                                    11

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  
	
                                                                                                    12

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  
	
                                                                                                    13

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  
	
                                                                                                    14

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  
	
                                                                                                    15

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  
	
                                                                                                    16

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  
	
                                                                                                    17

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  
	
                                                                                                    18

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  
	
                                                                                                    19

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  
	
                                                                                                    20

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  	
                                                                                                    [***]

                                                                                                  
	
                                                                                                    Total

                                                                                                  	
                                                                                                    100.00%

                                                                                                  	 
      


                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
          Page 6 of
6

        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
              

              
                
                  

                  
                    TERRESTAR
CHIPSET OPTIONS

                     

                    
                      

                    

                  

                   

                

              

            

          

        

      

      Exhibit
D2

      


      TerreStar
Satellite Base Station Subsystem

      


      Chipset

      


      


      Options

      


       

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Vs
      1.2

                                	
                                  May
      2, 2007

                                
	 	 
	 
      	 
      
	
                                  Hughes
      Network Systems, LLC

                                	 
      
	
                                  11717
      Exploration Lane

                                	 
      
	
                                  Germantown,
      Maryland 20876

                                	
                                  /s/
      Matthew Mohebbi

                                
	 	 
	 	 
	
                                  TerreStar
      Networks Inc.

                                	 
      
	
                                  One
      Discovery Place

                                	 
      
	
                                  12010
      Sunset Hills Road, 6th Floor

                                	 
      
	
                                  Reston,
      Virginia  20190

                                	
                                  /s/
      Neil
Hazard

                                


                        

                      

                    

                  

                

              

            

          

        




      


      
        
          
            
              	
                      This
      document contains data and information proprietary to TerreStar Networks
      Inc. and Hughes Network Systems, LLC.  This data is being
      furnished pursuant to the provisions of the Contract between TerreStar
      Networks Inc. and Hughes Network Systems, LLC for the TerreStar Satellite
      Base Station Subsystem.  Hughes Network Systems, LLC and
      TerreStar Networks Inc. shall have the right to duplicate, use or disclose
      the data and information to the extent specified in the Contract and
      herein.

                    
	
                      Information
      included in this Exhibit may contain technical data
      controlled by the Export Administration Regulations ("EAR") and/or
      the International Traffic in Arms Regulations ("ITAR").  This
      document has not been cleared for export or transfer to a Foreign
      Person or foreign entity.

                       

                    


            

          

        

      

      


      
        
          
          

        

        
          Page 1 of
6

          
            

          

        

        
          
          

        

      

      
        
          
          

          
            
               

              

              
                TERRESTAR
CHIPSET OPTIONS

                 

                
                  

                

              

               

            

          

        

      

      TABLE
OF CONTENTS

      


      
        
          
            
              	
                      SECTION

                    	
                      PAGE

                    
	
                      1.0   
      INTRODUCTION

                    	
                      4

                    
	
                      1.1   
      PURPOSE AND SCOPE

                    	
                      4

                    
	
                      1.2   
      REFERENCE DOCUMENTS

                    	
                      4

                    
	
                      2.0   
      OPTIONS

                    	
                      5

                    
	
                      2.1   
      GENERAL TERMS FOR OPTIONS

                    	
                      5

                    
	
                      2.2   
      LIST OF OPTIONS

                    	
                      5

                    


            

          

        

      

       

       

       

       

       

       

      
        
          
          

        

        
          Page 2 of
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                    TERRESTAR
CHIPSET OPTIONS

                     

                    
                      

                    

                  

                   

                

              

            
LIST
OF TABLES

        

      

      


       

      
        
          
            
              	TABLE	PAGE
	 	 
	
                      Table 1-1.   Document
      Hierarchy

                    	
                      4

                    


            

          

        

      

       

      
        
        

      

      


       

       

       

       

       

       

      
        
          
          

        

        
          Page 3 of
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                    TERRESTAR
CHIPSET OPTIONS

                     

                    
                      

                    

                  

                   

                

              

            
1.0   INTRODUCTION

        

      

      


       

      1.1   PURPOSE
AND SCOPE

      


      This
document is Exhibit D2 and defines the Options that can be procured by the
Customer under the Chipset Amendment.

      


       

      1.2   REFERENCE
DOCUMENTS

      


      


      
        
          
            
              
                	
                        Table 1-1.   Document
      Hierarchy

                      
	
                        No.

                      	
                        Document

                      	
                        Content

                      
	
                        1.

                      	
                        Contract

                      	
                        Terms
      and Conditions

                      
	
                        2.

                      	
                        Exhibit
      A

                      	
                        S-BSS
      Statement of Work

                      
	
                        3

                      	
                        Exhibit
      A2

                      	
                        Chipset
      Statement of Work

                      
	
                        4.

                      	
                        Exhibit
      B

                      	
                        S-BSS
      Technical Specifications

                      
	
                        5.

                      	
                        Exhibit
      B2

                      	
                        Chipset
      Technical Specifications

                      
	
                        6.

                      	
                        Exhibit
      C

                      	
                        S-BSS
      Price Schedule

                      
	
                        7.

                      	
                        Exhibit
      C2

                      	
                        Chipset
      Price Schedule

                      
	
                        8.

                      	
                        Exhibit
      D

                      	
                        S-BSS
      Options

                      
	
                        9.

                      	
                        Exhibit
      D2

                      	
                        Chipset
      Options

                      


              

            

          

        

      

      


       

       

       

      
 

      
        
          
          

        

        
          Page 4 of
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                    TERRESTAR
CHIPSET OPTIONS

                     

                    
                      

                    

                  

                   

                

              

            

          

        
2.0   OPTIONS

      


      


      2.1   GENERAL
TERMS FOR OPTIONS

      


      
        1.    
The
Customer may exercise any of the options described in Subsection 2.2 below
(the “Options”) at any time before the date specified in the relevant
Option.  The exercise of the Option shall be effective and irrevocable
upon delivery by Customer to Contractor of a written notice referencing such
Option and stating that the Customer is exercising that
Option.  Subject to the foregoing, the Customer may exercise as many
of the Options listed in Subsection 2.2 as it may elect.

      

      


      


      2.2   LIST
OF OPTIONS

      


      [***]

      


       

       

       

       

      
 

      
        
          
          

        

        
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                  TERRESTAR
CHIPSET OPTIONS

                   

                  
                    

                  

                

                 

              

            

          
[***]

      

      


       

       

       

       

       

       

       

       

       

       

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