<PAGE>

                                   AMENDMENT NO. 5
                                          
                               CONTRACT NO. 104274-B
                                          
                        DIRECT BROADCAST SATELLITE CONTRACT
                                          
                                      BETWEEN
                                          
                 UNITED STATES SATELLITE BROADCASTING COMPANY, INC.
                                          
                                        AND
                                          
                            LOCKHEED MARTIN CORPORATION
                                          
                                          
THIS AMENDMENT is effective May 1, 1998.

WHEREAS, USSB and the Contractor (hereinafter referred to as the "Parties"), 
have agreed to an extension in the suspension of all program activities 
effective May 1, 1998 through a period not to exceed October 1, 1998 and; 

WHEREAS the Parties, recognizing that a specific date ending the extension of 
the suspension may occur at any time during such period and;

WHEREAS the Parties, recognizing that changes are required in the Contract, 
have created this Amendment No. 5;

NOW THEREFORE, in consideration of the promises and mutual covenants 
hereinafter contained, the Parties agree to the following:

I.   Beginning on May 1, 1998, and on the first day of each month thereafter
     until the first day of the subsequent month after Contractor's receipt of
     USSB's written Request for Resumption of Activities, and continuing through
     a period not to exceed October 1, 1998, the Parties agree to amend the
     Terms and Conditions of the subject Contract as follows:

     A.   In Article 3.B, Price, the price of the Spacecraft and the Total
          Contract Price shall be adjusted on a monthly basis as follows:

<TABLE>
<CAPTION>

             Date of     Monthly    Total Increase in    Total Increase in 
             Increment   Increment  Price of Spacecraft  Total Contract Price
             ---------   ---------  -------------------  --------------------
          <S>            <C>        <C>                  <C>
          May 1, 1998   
          June 1, 1998   
          July 1, 1998        *              *                     *
          August 1, 1998 
          September 1,1998    
          October 1, 1998     
</TABLE>

     B.   With respect to Article 4, Deliverable Items and Delivery Schedule,
          upon the receipt by the Contractor of USSB's written Request for
          Resumption of Activities on or before June 1, 1998 the delivery
          schedule for the Spacecraft will be the end of the Fourth Quarter,
          1999.  With the receipt by the Contractor of USSB's written Request
          for Resumption of Activities after June 1, 1998 and on or before
          October 1, 1998, the delivery schedule for the Spacecraft will be
          negotiated in accordance with the provisions of Section II of this
          Amendment. 


                                                                Page 1 of 2


<PAGE>

     C.   In Article 5.A, Progress and Milestone Payments, the Progress Payment
          Plan, beginning with Payment Number 18 and continuing through Payment
          Number 23 will be adjusted to          *           each month as
          follows: 

<TABLE>
<CAPTION>
             Date of     Payment     Monthly Total         Cumulative Total  
             Increment   Number     ($ in U.S. Millions)  ($ in U.S. Millions)
             ---------   ---------  --------------------  --------------------
          <S>            <C>        <C>                  <C>
          May 1, 1998    
          June 1, 1998   
          July 1, 1998        *              *                     *
          August 1, 1998 
          September 1, 1998   
          October 1, 1998     
</TABLE>

     D.   In Article 15A, USSB's Right to Terminate, the Termination Schedule
          shall be changed as follows:
<TABLE>
<CAPTION>

             Date of       Monthly Total         Cumulative Total
             Increment    ($ in U.S. Millions)  ($ in U.S. Millions)
             ---------    --------------------  --------------------
          <S>             <C>                  <C>

          May - 1998     
          June 
          July                      *                    *
          August    
          September 
          October   

</TABLE>

II.  Upon receipt by the Contractor of USSB's written Notice of Resumption of
     Activities, the Parties agree to modify the Articles and Exhibits of this
     Contract.  Such modifications shall, at a minimum, provide the appropriate
     adjustments to the balance of all schedules, amounts, and events described
     and contemplated by this Amendment but not adjusted by this amendment and
     will be predicated on the date of USSB's written Request for Resumption of
     Activities.  In the event that the Parties do not agree to such
     modifications as evidenced by a written amendment to this Contract by
     October 1, 1998, this Contract will be considered terminated for the
     convenience of USSB in accordance with the provisions of Article 15.

III. Except as specifically set forth above all other terms and conditions
     of the Contract shall remain in full force and effect in accordance with
     the terms and conditions as originally written and such terms and
     conditions shall not be affected or modified by this Amendment No. 5. 

IN WITNESS THEREOF, the Parties have caused this Amendment No. 5 to be signed by
their duly authorized officer or representative.



United States Satellite                 Lockheed Martin Corporation
Broadcasting Company, Inc.   




By: /s/ Robert W. Hubbard               By: /s/ William W. Whisenant
    ------------------------------          ----------------------------------
    Robert W. Hubbard                       Wm. W. Whisenant
    Executive Vice President                Contracts Manager
                                            Lockheed Martin Telecommunications



*Material deleted pursuant to request for confidential treatment.


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