EXHIBIT 4.19
                                                                   ------------

                                                                      AsiaSat 5




               ASIA SATELLITE TELECOMMUNICATIONS COMPANY LIMITED



                                      AND



                           SPACE SYSTEMS/LORAL, INC.




           ASIASAT 5 CONTRACT FOR ONE SPACECRAFT DELIVERED ON-GROUND

                     AND ASSOCIATED EQUIPMENT AND SERVICES





This  document  contains  information  that is  proprietary  to Asia  Satellite
Telecommunications   Company   Limited  and  Space   Systems/Loral,   Inc.  All
information  contained  herein and in the  exhibits  and  appendices  hereto is
deemed to be  Proprietary  Information  (as such term is defined in Clause 33.1
below) of both Parties, and disclosure thereof is governed by Clause 33.

<PAGE>

                             TABLE OF CONTENTS                             PAGE


1.    DEFINITIONS.............................................................5

2.    SCOPE OF WORK..........................................................13

3.    EQUIPMENT AND SERVICES TO BE FURNISHED AND PRICES......................15

4.    COMPLETION SCHEDULE....................................................16

5.    PAYMENT................................................................18

6.    GOVERNMENT REGULATIONS, WHERE APPLICABLE...............................20

7.    INSURANCE..............................................................21

8.    LIQUIDATED DAMAGES FOR LATE COMPLETION.................................22

9.    ASIASAT'S RIGHT OF ACCESS..............................................23

10.   TITLE AND RISK OF LOSS OR DAMAGE.......................................24

11.   INSPECTION AND FINAL ACCEPTANCE........................................26

12.   SUBCONTRACTS...........................................................29

13.   TERMINATION FOR CONVENIENCE............................................30

14.   TAXES..................................................................31

15.   EXCUSABLE DELAYS.......................................................32

16.   TERMINATION FOR CAUSE..................................................33

17.   DISPUTES AND ARBITRATION...............................................36

18.   TECHNICAL DATA AND INFORMATION.........................................38

19.   PATENT RIGHTS..........................................................40

20.   CHANGES REQUESTED BY CONTRACTOR OR ASIASAT.............................41

21.   CORRECTIVE MEASURES IN UNLAUNCHED SATELLITES...........................43

22.   PUBLIC RELEASE OF INFORMATION..........................................44

23.   INDEMNITY AND INTERPARTY WAIVER OF LIABILITY...........................45

24.   EFFECTIVE  DATE .......................................................47

25.   ASSIGNMENT.............................................................48

26.   KEY PERSONNEL..........................................................50

27.   INTELLECTUAL PROPERTY INDEMNIFICATION..................................51

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<PAGE>

28.   WARRANTY...............................................................53

29.   NOTICES AND REPORTS....................................................55

30.   STORAGE................................................................56

31.   APPLICABLE LAW.........................................................57

32.   ASIASAT FURNISHED INFORMATION, PROPERTY AND RESPONSIBILITIES...........58

33.   CONFIDENTIALITY........................................................61

34.   GENERAL................................................................64

35.   LANGUAGE...............................................................66

36.   LIMITATION OF LIABILITY................................................67

37.   PERFORMANCE INCENTIVE PAYMENTS.........................................68

38.   LAUNCH VEHICLE DELAYS..................................................71

39.   SECURITY INTEREST......................................................78

40.   ENTIRE AGREEMENT.......................................................75


APPENDIX A - PAYMENT SCHEDULE AND BILLING MILESTONES FOR ASIASAT 5...........77


APPENDIX B - TERMINATION COST TABLE..........................................86


APPENDIX C - PAYMENT SCHEDULE AND BILLING MILESTONES FOR THE
             OPTION SATELLITE................................................87


APPENDIX D - TERMINATION COST TABLE FOR THE OPTION SATELLITE.................89


EXHIBIT A - ASIASAT 5 STATEMENT OF WORK


EXHIBIT B - ASIASAT 5 PERFORMANCE SPECIFICATIONS


EXHIBIT C - ASIASAT 5 TEST PLAN


EXHIBIT D - ASIASAT 5 PRODUCT ASSURANCE PLAN


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<PAGE>


This  Contract is entered into  effective as of 28 April,  2006, by and between
Asia Satellite  Telecommunications  Company Limited, a company  incorporated in
Hong Kong with its  registered  office and place of business  at 17/F,  The Lee
Gardens,  33 Hysan Avenue,  Causeway Bay, Hong Kong  (hereafter  referred to as
"AsiaSat"), and Space Systems/Loral, Inc., a corporation organised and existing
under the laws of the State of Delaware, U.S.A. with its headquarters and place
of business at 3825 Fabian Way, Palo Alto, CA  94303-4604,  California,  U.S.A.
(hereafter  referred  to  as  "Contractor",  and  AsiaSat  and  Contractor  are
hereafter  referred to  collectively  as the  "Parties"  or  individually  as a
"Party"), regarding the AsiaSat 5 Satellite program.




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<PAGE>

1.   DEFINITIONS

     1.1   In  this  Contract,  unless  the  context  otherwise  requires,  the
           following terms shall have the meanings set forth below:

           a)    "Airborne Support Equipment" or "ASE" consists of the hardware
                 which while  providing  the  required  interfaces  between the
                 Spacecraft  and the Launch  Vehicle  remains  attached  to the
                 Launch Vehicle after separation of the Spacecraft.

           b)    "Affiliate" means, with respect to a Party, any entity that is
                 controlled by, controlling,  or under the common control with,
                 such Party.

           c)    "Associate" means any individuals or legal entities  organized
                 under  public  or  private  law,  who shall  act  directly  or
                 indirectly on behalf of or at the direction of either Party to
                 this  Contract to fulfill the  obligations  undertaken by such
                 Party   in  this   Contract,   such  as  the   Subcontractors,
                 consultants, employees, officers, directors, or agents of each
                 of the Parties and the term shall mean any of them.

           d)    "AsiaSat  Purposes"  means  any  purpose  connected  with  the
                 design, development, construction, establishment, maintenance,
                 and  operation  of  equipment  and   components   for  use  in
                 connection   with  (i)  the   Spacecraft   procured  from  the
                 Contractor,  and  (ii)  the  tracking,   telemetry,   command,
                 control,  monitoring  and  related  facilities  and  equipment
                 required  to  support  operation  of the  Spacecraft  and  its
                 Transponders.

           e)    "AsiaSat  5" shall  mean the  Spacecraft  purchased  herein as
                 identified by the Statement of Work or SOW, Exhibit A.

           f)    "Authorized  Representative" means the Chief Executive Officer
                 of AsiaSat or the person  designated  by him/her in writing as
                 Authorized  Representative for the purpose of this Contract or
                 any part hereof or any function hereunder.

           g)    "Available   for  Shipment"   means  that  the  Satellite  has
                 successfully   passed  all  in-plant   acceptance  tests,  has
                 undergone a  Pre-Shipment  Review and all  outstanding  action
                 items in the Pre-Shipment Review have been completed or agreed
                 by the  Parties  that such  items  will be  resolved  prior to
                 Launch.

           h)    "Bankruptcy  Event" means (a) Contractor shall file a petition
                 or  commence  a  proceeding  seeking  relief  under the United
                 States  Bankruptcy  Code or another law relating to bankruptcy
                 or  insolvency  or seeking  the  appointment  of a receiver or
                 other  similar  official for it or for all or any  substantial
                 part of its assets,  or (b) there shall be  commenced  against
                 Contractor  any  proceeding  or other  action  referred  to in

                                       5
<PAGE>

                 clause (a) above which remains undismissed or undischagred for
                 a period of sixty (60) days.

           i)    "Banks" means those various financing  institutions  which are
                 creditors  of  AsiaSat  and  which,  as such,  have a  secured
                 financial interest in the Spacecraft.

           j)    "Beneficial Access" means, with respect to:

                 1)   the Designated Launch Site, that all things which AsiaSat
                      is required  to do have been done,  and the site is ready
                      in  all  respects  on a  24-hour  per  day  (with  proper
                      notification) basis, to permit the Contractor to commence
                      the  Satellite  Launch  campaign as defined in Exhibit A,
                      Statement of Work;

                 2)   the AsiaSat satellite  control facility,  that all things
                      which  AsiaSat is required to do have been done,  and the
                      site is ready in all  respects on a 24-hour per day (with
                      proper  notification)  basis, to permit the Contractor to
                      commence Satellite  tracking,  and/or in-orbit testing as
                      the case may be, as defined in  Exhibit A,  Statement  of
                      Work.

           k)    "Baseband Equipment" means the baseband equipment as described
                 in Exhibit A, Statement of Work.

           l)    "Business   Day"  means  a  day  on  which  both  AsiaSat  and
                 Contractor are open for business.

           m)    "Completion  Schedule"  means the timetable for  completion of
                 the Contract Items as set forth in Clause 4.2.

           n)    "Contract"  means and includes this AsiaSat 5 Contract and all
                 amendments, appendices, annexes, exhibits and schedules to it.

           o)    "Competitor" means, with respect to:

                 1)   Contractor,   any  third  party  which   competes,   with
                      Contractor in the field of satellite construction;

                 2)   AsiaSat, any third party which competes,  with AsiaSat in
                      the field of satellite communication.

           p)    "Contract   Items"  include  the  Deliverable   Equipment  and
                 Deliverable  Data and Services  required to be delivered under
                 this Contract.

           q)    "Contract  Price" means the total  amount  expressed in Clause
                 3.2.

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<PAGE>

           r)    "Contractor  Program  Manager"  means the person  described in
                 Clause 26.1.

           s)    "Country of Origin" means the country, from which any Contract
                 Item is transported.

           t)    "Deliverable  Data"  means  all  Information  required  to  be
                 delivered  by the  Contractor  for  the  purpose  of the  Work
                 including,  without  limitation,  data and  other  information
                 contained in reports, documents,  computer programs (including
                 source codes when  commercially  available from the vendor and
                 part of the vendor's  standard software  delivery),  diagrams,
                 drawings and graphs.

           u)    "Deliverable  Equipment"  means the  Spacecraft  and all other
                 equipment,  models,  devices, the physical or tangible form on
                 which  Deliverable  Data is  delivered or stored and any other
                 item which is to be  delivered  by the  Contractor  under this
                 Contract other than Deliverable Data or Services.

           v)    "Designated Launch Site" means the Launch facility provided by
                 the Launch Services Contractor.

           w)    "Dynamic  Satellite  Simulator"  or "DSS"  means  the  dynamic
                 satellite  simulator as  described in Exhibit A,  Statement of
                 Work.

           x)    "Effective  Date of  Contract" or "EDC" shall have the meaning
                 described in Clause 24.1.

           y)    "Information"  means  all  data  and  information,  including,
                 without limitation, data and information of a technical nature
                 which has been  documented or recorded in, or being capable of
                 reducing  into,  any  physical  or tangible  form,  including,
                 without  limitation,  writings,  drawings,  sound  recordings,
                 computer programs, pictorial representations and graphs.

           z)    "Intellectual  Property"  shall have the meaning  described in
                 Clause 33.9.

           aa)   "Intentional  Ignition"  means the  definition of  Intentional
                 Ignition set forth in the Launch Contract.

           bb)   "Invoice"  means  an  invoice,  issued  by the  Contractor  to
                 AsiaSat after completion of the relevant Milestone Event.

           cc)   "Launch"  means  the  definition  of  Launch  set forth in the
                 Launch Contract.

           dd)   "Launch  Contract"  means the contract to be signed by AsiaSat
                 and the Launch Services  Contractor for Launch services of the
                 Satellite.

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           ee)   "Launch Date" means the date on which the Launch occurs,  such
                 date shall be  scheduled no earlier than thirty days after the
                 Completion  Schedule  for the  Spacecraft  unless the selected
                 Launch  Vehicle is Sea  Launch,  in which case the Launch Date
                 shall be scheduled no earlier than  forty-five  days after the
                 Completion Schedule for the Spacecraft.

           ff)   "Launch Failure Holdback Amount" means [o].

           gg)   "Launch  Readiness  Review or "LRR" shall mean the review that
                 verifies that the Designated Launch Site Satellite testing and
                 checkout as described  in the AsiaSat 5 Test Plan  (Exhibit C)
                 has been  completed and the Satellite is ready for  propellant
                 loading by the Contractor and  subsequently  to be turned over
                 to the Launch  Services  Contractor for  integration  with the
                 Launch Vehicle.

           hh)   "Launch Risk Insurance" has the meaning specified in Clause 7.

           ii)   "Launch  Services  Contractor"  means the entity providing the
                 Launch Vehicle pursuant to a contract with AsiaSat.

           jj)   "Launch Support Services" means the services to be provided by
                 the Contractor in accordance with Exhibit A section 11.

           kk)   "Launch  Vehicle" means the launch  vehicle,  which AsiaSat is
                 responsible for procuring and which is intended for the Launch
                 of the Satellite.

           ll)   "LIBOR"  means the  monthly  rate at which  deposits in United
                 States  dollars  are  offered  to prime  banks  in the  London
                 Inter-Bank  market on the due date for payment as published by
                 the  Wall  Street  Journal  (or  such  other  rate  as  may be
                 substituted therefore by mutual agreement).

           mm)   "Milestone  Event" means an  individual  performance  event or
                 calendar  event  included in Appendix A, Payment  Schedule and
                 Billing Milestones for AsiaSat 5.

           nn)   "Month" means a calendar month except for schedule  (including
                 Appendix A -Payment Schedule and Billing Milestones) purposes.
                 For schedule purposes,  "Month" shall mean a month long period
                 beginning  with the day after EDC.  As an  example,  for a EDC
                 established  as 14 April  2006,  "Month 1" is  defined  as the
                 period  beginning  on 15 April 2006 and ending on 14 May 2006,
                 "Month 2" is defined as the  period  beginning  on 15 May 2006
                 and ending on 14 June 2006, and so on.

           oo)   "Operational  Lifetime"  means the five  thousand four hundred
                 seventy-five  (5,475) day projected lifetime of the Spacecraft

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                 with such  lifetime  commencing on the earlier of: (i) the day
                 when the  Spacecraft  is  positioned  at its  Specified  Orbit
                 Location and in-orbit testing has been completed in accordance
                 with Exhibit A; or (ii) forty-five (45) days after Launch.

           pp)   "Other Data" has the meaning specified in Clause 18.1.

           qq)   "Party" or "Parties"  means the Contractor  and/or AsiaSat who
                 are the parties to this Contract,  and both the Contractor and
                 AsiaSat shall include their successors and permitted assigns.

           rr)   "Patent"  means a patent for an invention or a similar form of
                 protection for intellectual property including utility models,
                 trademarks or registered designs.

           ss)   "Payment  Schedule" means the schedule of payments attached as
                 Appendix A.

           tt)   "Performance  Incentive Payments" has the meaning specified in
                 Clause 37.1.

           uu)   "Pre-Shipment  Review" has the meaning as described in Exhibit
                 A, paragraph 8.4.

           vv)   "Proprietary  Information" has the meaning specified in Clause
                 33.1.

           ww)   "Product  Assurance  Plan"  means the product  assurance  plan
                 incorporated  herein and made a part of this  Contract  and is
                 set out in Exhibit D.

           xx)   "Properly Operated Satellite" means a Satellite which is being
                 monitored and  commanded in accordance  with the necessary and
                 required  material  written or electronic media directives and
                 instructions   in   the   recommended   Spacecraft   operating
                 procedures and any applicable service notes for the Satellite,
                 such having been furnished under this Contract.

           yy)   "Property" means a tangible asset over which a Party has legal
                 title,  which  definition  shall include the Satellite and the
                 Satellite Control Equipment.

           zz)   "Satellite" means the Spacecraft.

           aaa)  "Satellite  Control  Equipment"  (SCE) means AsiaSat's  ground
                 hardware, and software to support telemetry, tracking, command
                 and  monitoring,   and  the  up-link  and  traffic  monitoring
                 equipment.

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           bbb)  "Services" or "Deliverable  Services"  means all  professional
                 services and labour  required to be provided  hereunder by the
                 Contractor  and  its  Subcontractors  including,  but  without
                 limitation, studies, development,  research, design, analysis,
                 manufacture,    product   assurance,    product   integration,
                 transportation and testing and includes the services set forth
                 in Clause  3.2  (Training,  Launch  Support  Services  for the
                 Launch Vehicle and Mission Operations Services).

           ccc)  "Spacecraft"  means the AsiaSat 5 satellite  as  described  in
                 Exhibit B. Unless otherwise stated, the terms "Spacecraft" and
                 "Satellite"    shall   have   the   same   meaning   and   are
                 interchangeable  when used  herein  or in any of the  Exhibits
                 listed in Clause 2.1 hereto.

           ddd)  "Specified  Orbit  Location"   means,   with  respect  to  the
                 Satellite,  the  geostationary  orbit  location  specified  in
                 accordance with Clause 32.2.

           eee)  "Statement   of  Work"  (SOW)  means  the  statement  of  work
                 incorporated  herein and made a part of this  Contract  and is
                 set out in Exhibit A.

           fff)  "Subcontract"  means a  subcontract  by which  the  Contractor
                 contracts  with a  Subcontractor  for the  performance  of any
                 service or the provision of any goods or otherwise in relation
                 to the Work.

           ggg)  "Subcontractor" means a person, firm, corporation,  consultant
                 or business  entity,  which has been awarded a Subcontract  by
                 Contractor  to provide a portion  of the Work  covered by this
                 Contract.

           hhh)  "Successfully Launched Satellite" means that:

                 1)   The elements of the  transfer  orbit  established  by the
                      Launch Vehicle and the spin axis  orientation and time of
                      separation  are  within  three  (3)  sigma  limits of the
                      Launch  Vehicle  performance as established by Contractor
                      in the interface control document or equivalent; and

                 2)   the  Spacecraft  has not  suffered  damage  caused by any
                      failure or malfunction of the Launch Vehicle.

           iii)  "Successfully  Operating  Transponder"  means a Transponder in
                 the Satellite which meets any one of the following criteria:

                 1)   The  Transponder  is performing  in  compliance  with the
                      communications requirements of Exhibit B.

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                 2)   The Transponder,  while not performing in compliance with
                      Exhibit B, is performing in compliance  with the material
                      specifications in Exhibit B relevant to the Transponder's
                      intended  use and is capable of  generating  revenue from
                      such  intended  use at  substantially  the same  level of
                      revenues as if it were  operating as specified in Exhibit
                      B.

                 3)   The  Transponder  is not  performing in  compliance  with
                      Exhibit  B due to the  Satellite  not  being  a  Properly
                      Operated Satellite.

                 4)   The  Transponder  is turned  off but would  otherwise  be
                      capable of meeting one of the above three criteria.

                 5)   The  Transponder is on the Satellite which is placed in a
                      storage orbit,  rather than being placed at the Specified
                      Orbital  Location,  at  the  request  of or  by  AsiaSat,
                      provided that Contractor does not otherwise know that the
                      Transponder is not a Successfully  Operating  Transponder
                      and provided  further that the placement of the Satellite
                      in an orbital  location other than the Specified  Orbital
                      Location  solely for the purpose of testing the Satellite
                      in  accordance  with the IOT as  defined in the test plan
                      shall not be considered placement in a storage orbit.

                      Any  failure  of a  Transponder  which  is  corrected  by
                      switching to a redundancy in the system immediately after
                      the  failure  is  discovered   shall  not  be  deemed  as
                      nonconformance  to  Exhibit  B, and  shall  not cause the
                      Transponder  to  be  considered  anything  other  than  a
                      Successfully Operating Transponder.

           jjj)  "Systemic  Failure" means component  failures on the Satellite
                 and  either the  resulting  investigations  or  investigations
                 undergone  previously on similar  failures on other satellites
                 of the  Contractor  reveal a  design,  parts  or  construction
                 problem  leading  to a  conclusion  that such  failure  is not
                 random, but systemic.

           kkk)  "Terminated  Ignition"  means  the  definition  of  Terminated
                 Ignition   (which  is   sometimes   referred   to  as  "Launch
                 Termination") set forth in the Launch Contract.

           lll)  "Test Equipment"  consists of all test and handling  hardware,
                 mechanical  and electrical  ground support  equipment and test
                 software.

           mmm)  "Test Plan" means the test plan incorporated herein and made a
                 part of this Contract and is set out in Exhibit C.

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           nnn)  "Training"  means the  training  services  to be  provided  by
                 Contract  hereunder in accordance with Exhibit A, Statement of
                 Work.

           ooo)  "Transponder"  means the devices on the Spacecraft that create
                 a  communications  signal path  utilized in the provision of a
                 channel  for  a   communication   service  in  which   signals
                 transmitted or  re-transmitted  by space stations are intended
                 for reception by the intended earth terminals.

           ppp)  "USD" means United States dollars.

           qqq)  "Work"  means the  design,  construction,  assembly,  testing,
                 production   and  delivery  of  all  Contract  Items  and  the
                 provision of all Services to be provided by the  Contractor to
                 AsiaSat under this Contract.

     1.2   Clause headings are for convenience only and shall not be considered
           in  interpreting  this  Contract.  Words shall be  interpreted to be
           consistent  with the context in which they are  written.  Therefore,
           words in the  singular  include  the plural and vice versa and words
           importing  the  masculine  gender  include the  feminine  and neuter
           genders  where the  context  so  requires.  References  to  Clauses,
           Appendices,  and  Exhibits  are to  clauses  of,  appendices  to, or
           exhibits to this Contract.

     1.3   In all cases when the  Contractor  or  AsiaSat  is to provide  data,
           hardware,  software,  services  or  to  impart  information,  it  is
           understood  that it will be done in accordance  with the  applicable
           laws  and  regulations  of the  respective  jurisdictions  that  the
           Parties are subject to.

     1.4   Any and all dates and times  specified  in and  applied  pursuant to
           this Contract shall be according to Palo Alto, CA local time, except
           as otherwise agreed by the Parties in writing.


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2.   SCOPE OF WORK

     2.1   The Contractor will, and shall ensure that its Subcontractors  will,
           provide all necessary personnel,  material,  equipment, services and
           facilities  to perform the Work  specified in this  Contract,  which
           includes  each of the  Exhibits  and  Appendices  listed  below  and
           attached hereto, which are an integral part of this Contract, and to
           deliver to AsiaSat those items listed in Clause 3 in accordance with
           the Completion Schedule:

           a)    Exhibit A - AsiaSat 5 Statement of Work,  dated March 2006 and
                 initialed by the Parties

           b)    Exhibit B - AsiaSat 5 Performance Specifications,  dated March
                 2006 and initialed by the Parties

           c)    Exhibit  C -  AsiaSat  5  Test  Plan,  dated  March  2006  and
                 initialed by the Parties

           d)    Exhibit D - AsiaSat 5 Product  Assurance Plan,  dated 31 March
                 2006 and initialed by the Parties

           e)    Appendix  A - Payment  Schedule  and  Billing  Milestones  for
                 AsiaSat 5

           f)    Appendix B - Termination Cost Table

           g)    Appendix C - Payment  Schedule and Billing  Milestones for the
                 Option Satellite

           h)    Appendix D - Termination Cost Table for the Option Satellite


     2.2   In the event of any conflict or inconsistency  between this Contract
           and any Appendices  and/or Exhibits,  such conflict or inconsistency
           shall be resolved by giving precedence in the order set forth below:

           a)    This Contract

           b)    Payment   Schedule  and  Billing   Milestones  for  AsiaSat  5
                 (Appendix A)

           c)    Termination Cost Table (Appendix B)

           d)    The Statement of Work (Exhibit A)

           e)    The Performance Specifications (Exhibit B)

           f)    The Test Plan (Exhibit C)

           g)    The Product Assurance Plan (Exhibit D)

           h)    Payment  Schedule  and  Billing   Milestones  for  the  Option
                 Satellite (Appendix C)

           i)    Termination Cost Table for the Option Satellite (Appendix D)

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     2.3   Unless  otherwise  approved in writing by AsiaSat,  Contractor shall
           only incorporate  components,  subassemblies  and/or assemblies into
           Deliverable  Equipment that have been newly acquired for the AsiaSat
           5 program  or are  available  from  Contractor's  current  equipment
           inventory stores.



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3.   EQUIPMENT AND SERVICES TO BE FURNISHED AND PRICES

     3.1   The  aggregate  of the amounts  specified  in Clause 3.2 include all
           taxes and duties,  transportation charges, insurance premium (except
           premium  for  Launch  Insurance  and/or  any  insurance  related  to
           Satellite  operation  from and after  Launch)  and  other  costs and
           charges associated with the provision of the Work.

     3.2   The  total  firm  fixed  price  for the  Work as  specified  in this
           Contract  (the  "Contract  Price") for  AsiaSat 5 is ([o]).  Without
           affecting  the fact  that the  Contract  Price is a fixed  and total
           amount, the following are the elements from which the Contract Price
           is derived:

               ITEM                                       CONTRACT PRICE
               ----                                       --------------
           1.    Spacecraft
                                                          USD$[o]

           2.    Training                                 Not separately priced

           3.    DSS and Baseband Equipment               USD$[o]

           4.    Launch Support Services for
                 the Launch Vehicle                       Not separately priced

           5.    Mission Operations Services              USD$[o]

           6.    Deliverable Data                         Not separately priced

                 The Contract Price                       USD$[o]


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4.   COMPLETION SCHEDULE

     4.1   Contractor  recognizes  the  importance  to AsiaSat  of meeting  the
           timetable  for  completion as listed in the  Completion  Schedule in
           Clause 4.2 and  undertakes  to effect such  completion in accordance
           with the Completion Schedule.

     4.2   The Contract Items shall be provided by the Contractor to AsiaSat in
           accordance with the following Completion Schedule:

<TABLE>
<CAPTION>
           ITEM    QUANTITY   DESCRIPTION                         COMPLETION TIMETABLE
           ----    --------   -----------                         --------------------
           <S>     <C>        <C>                                 <C>
             1        1       The Spacecraft for all purposes in  Available for Shipment [o] EDC.
                              this Contract, the "completed"
                              Spacecraft is one that is
                              completed in accordance with
                              Exhibits A and B applicable to the
                              Spacecraft through Available for
                              Shipment.

             2      1 Lot     Training per Exhibit A.             Per Statement of Work.

             3      1 Lot     DSS and Baseband Equipment as set   Per Statement of Work.
                              forth in Exhibit A to be delivered
                              to AsiaSat's Tai Po control center.

             4      1 Lot     Launch Support Services per         At Launch.
                              Exhibit A.

             5      1 Lot     Mission Operations Services per     Thirty (30) days after Launch.
                              Exhibit A and Exhibit C.

             6      1 Lot     Deliverable Data per Exhibits A     Per Exhibits A and C.
                              and C.
</TABLE>

           Deliverable  Data  or any  subset  thereof  shall  be  delivered  to
           AsiaSat's U.S.  Government approved consultant in lieu of AsiaSat if
           U.S.  Government   regulations  or  license  provisos  delay  timely
           delivery to AsiaSat.  Delivery to the  consultant in this case would
           satisfy the requirement to deliver to AsiaSat.

     4.3   [o]. The elements  referenced in the previous sentence are: Baseband
           Equipment and the associated baseband control software,  command and
           telemetry  databases,  Satellite On-orbit Operating Handbook (all as
           defined in the SOW), and Training.

                                      16
<PAGE>

     4.4   Packing  and  shipping  will  be  in  accordance  with  Contractor's
           standard commercial  practice.  For the Spacecraft,  this will be as
           defined in the applicable Exhibits listed in Clause 2.1.




                                      17
<PAGE>

5.   PAYMENT

     5.1   With  respect  to  each  Invoice  sent  by   Contractor  to  AsiaSat
           hereunder,  AsiaSat shall pay Contractor within 30 days of AsiaSat's
           receipt of a  electronic  copy of the invoice and all  documentation
           required to be submitted by Contractor  with such Invoice,  provided
           that the original Invoice and original documentation are received by
           AsiaSat  not later  than ten days  after  AsiaSat's  receipt of said
           electronic copy, otherwise within 30 days of receipt of the original
           Invoice and original documentation.

     5.2   AsiaSat shall be required to make payments to Contractor only to the
           extent that such  payments are properly due  hereunder  and properly
           invoiced  pursuant  to Clause  5.1.  All  payments  made by  AsiaSat
           pursuant  to this  Contract  shall be in United  States  dollars and
           shall be remitted by electronic funds transfer to:

           [o]

           AsiaSat  shall notify  Contractor  of the  remittance  date for each
           electronic funds transfer.

     5.3   Each Invoice shall include the  information,  and be  accompanied by
           the documentation, set forth in this Clause 5.3, as follows:

           (i)   The payment  number,  as set forth in the first  column of the
                 Appendix A Payment Schedule;

           (ii)  The Milestone  Events,  identified by number and  description,
                 for which payment is being requested in the Invoice;

           (iii) As to each Milestone Event, a certificate of completion signed
                 by  the   Contractor   Program   Manager  and  the  Authorized
                 Representative who has inspected or witnessed the Work related
                 to  the  Milestone  Event,  provided,  however,  that  if  the
                 Authorized Representative is not available for such inspection
                 or witnessing on a Business Day when  Contractor  believes the
                 presence of the  Authorized  Representative  is necessary  for
                 execution of the certificate of completion,  Contractor  shall
                 give AsiaSat notice of such  non-availability;  if AsiaSat has
                 not made an Authorized  Representative  available  within five
                 Business  Days  of  AsiaSat's  receipt  of  such  notice  from
                 Contractor,  Contractor may submit the relevant certificate of
                 completion    without   any   signature   of   an   Authorized
                 Representative,  and such  certificate  shall be treated,  for
                 payment  purposes only, as if the  certificate had been signed
                 by an Authorized Representative.

     5.4   In the event that the  Authorized  Representative  refuses to sign a
           certificate  of  completion  that   Contractor   believes  has  been
           appropriately  presented  after  completion  of a  Milestone  Event,

                                      18
<PAGE>

           Contractor may submit to AsiaSat such  certificate  together with an
           Invoice,  separate  from the  Milestone  Invoice,  for the amount in
           dispute,  with  such  Invoice  prominently  labeled  as being for an
           amount in dispute. In such event,  AsiaSat shall nonetheless pay the
           amount in dispute, on or before the due date of the relevant Invoice
           pursuant to Clause 5.1, but such payment by AsiaSat shall be into an
           escrow account  established  by Contractor  (with the account number
           and wire  instructions  being  given by  Contractor  to  AsiaSat  by
           notice) at a U.S.  commercial  bank other than the bank specified in
           Clause  5.2.  The  Parties  shall  thereafter  seek to  resolve  the
           dispute,   using  the  procedures  in  Clause  17  as  necessary  or
           desirable. Upon such resolution, the Party entitled to the amount in
           escrow shall receive such amount.  Interest earned on such amount in
           escrow  shall be  received by the Party who wins the dispute and the
           other Party shall pay all costs and fees associated with such escrow
           account.

     5.5   In the  event  that  Contractor  completes  any  Milestone  Event in
           advance of the time for completion of such Milestone Event set forth
           in Appendix A,  Contractor  may include the amount  associated  with
           such Milestone Event in the Invoice next following such  completion,
           accompanied by the appropriate  certificate of completion,  provided
           that the total of such  Invoice and all previous  Invoices  does not
           exceed the total amount  shown to be due from AsiaSat to  Contractor
           on the Payment Schedule up to (and including) such Invoice.

     5.6   [o]


                                      19
<PAGE>

6.   GOVERNMENT REGULATIONS, WHERE APPLICABLE

     6.1   Except as stated in Clause 6.4, the Contractor  shall be responsible
           for obtaining all governmental consents and authorizations  required
           for the Work and export of the  Spacecraft  and the Contract  Items.
           All  costs   associated   with   obtaining   any  such  consents  or
           authorizations are to be borne by the Contractor.

     6.2   AsiaSat  shall be  consulted  with  respect to any such  application
           provided  doing so does not unduly  interfere  with the  expeditious
           obtaining of any such consent or authority and AsiaSat shall be kept
           regularly  informed by the  Contractor  of the  progress of any such
           application.  Copies of all  licenses,  consents and  authorizations
           obtained by the Contractor  shall be provided to AsiaSat  subject to
           limitations imposed by the U.S. Government. AsiaSat will provide any
           documents required by U.S. law or regulation  including  information
           from the Satellite  operator,  if not AsiaSat,  or the Government of
           Hong Kong in  support  of export  license  application  or claim for
           license exemption.

     6.3   Reserved

     6.4   Except for  licenses  and permits  required  by the U.S.  Government
           necessary to perform the Work hereunder,  and any other licenses and
           permits that  Contractor is required to obtain under this  Contract,
           AsiaSat is responsible for obtaining all licenses, permits, consents
           and authorizations including those required by the Hong Kong Special
           Administrative  Region ("HKSAR") and the People's Republic of China,
           and further  including those which may be required for Contractor to
           perform in compliance  with the law of AsiaSat's home  jurisdiction,
           including  import  license(s)  to Hong  Kong for  Satellite  Control
           Equipment and other related items.

     6.5   The obligations  contained in this Clause 6 shall survive expiration
           or termination of this Contract for whatever cause.

     6.6   The Parties shall comply with  applicable  U.S. laws and regulations
           and  license  requirements  relating  to the  export of  Spacecraft,
           technical  data, and other  equipment and Services  being  furnished
           pursuant to, or to be utilized in connection  with,  this  Contract.
           AsiaSat shall not re-export or transfer to any "foreign  person" any
           items  furnished  by  Contractor  hereunder,   except  as  expressly
           authorized pursuant to U.S. export laws and regulations.


                                      20
<PAGE>

7.   INSURANCE

     7.1   AsiaSat  will obtain  insurance  covering the risks of Launch of the
           Satellite,  and the  first 365 days  after  completion  of  in-orbit
           testing,  under a standard form of policy  including  standard space
           industry  coverage,  provisions  and  exclusions  (the  "Launch Risk
           Insurance").  The  coverage  provided by the Launch  Risk  Insurance
           shall be for no less than an amount which is sufficient to cover any
           of  AsiaSat's  outstanding  financial  obligations  related  to  the
           Satellite,  including the outstanding payments owed or to be owed to
           the  Contractor  as indicated in Appendix A less the Launch  Failure
           Holdback Amount. The Contractor shall not insure its interest in the
           Performance   Incentive  Payments  after  the  Satellite  becomes  a
           Successfully Launched Satellite.

     7.2   Contractor will provide  reasonable  assistance in aiding AsiaSat in
           procuring Launch Risk Insurance. Contractor shall not place any form
           of insurance  (Launch Risk  Insurance or otherwise) for its interest
           in  the  Spacecraft  on or  after  Launch,  until  the  Launch  Risk
           Insurance for the Spacecraft has been successfully placed.

     7.3   Risk of loss or damage to the  Spacecraft  will pass to  AsiaSat  at
           Launch. Passage of title and risk of loss or damage shall not affect
           Contractor's   post   Launch   obligations   hereunder.   Contractor
           represents  that it has in place and will at all times maintain from
           EDC to the moment of Launch,  insurance against all risks of loss or
           damage to the Spacecraft, and with respect to any and all components
           purchased for and intended to be integrated into the Spacecraft,  in
           an amount not less than the greater of: (i) the replacement cost of;
           or (ii) the amounts paid by AsiaSat  with respect to the  Spacecraft
           and its  components.  Contractor  shall  provide  a  certificate  of
           insurance  of  such  insurance  coverage  to  AsiaSat  at  AsiaSat's
           request.

     7.4   The Launch Risk  Insurance  shall  contain a waiver of  subrogation,
           which waives all rights of subrogation against the Contractor or the
           Contractor's  Affiliates/Associates  (as such  terms are  defined in
           Clause  1.1  hereof)  for any  insured  loss  related  to either the
           Satellite or Launch Vehicle.

     7.5   Prior to the  encapsulation  of the  Spacecraft in  preparation  for
           Launch, and at the request of the Contractor,  AsiaSat shall furnish
           a certificate of insurance to the  Contractor  setting out the terms
           of the Launch Risk Insurance.


                                      21
<PAGE>

8.   LIQUIDATED DAMAGES FOR LATE COMPLETION

     8.1   In the event that the Satellite is not completed in accordance  with
           the  Completion  Schedule  in Clause 4.2,  taking  into  account the
           number of days of excusable  delay,  if any,  under Clause 15.1,  or
           delays  attributable to AsiaSat, if any, the Contract price shall be
           reduced by up to a cumulative maximum of [o] as follows:

           [o] per day for each  day of delay  for days [o] and [o] per day for
           each day of delay for days [o].

     8.2   In the event of a  postponement  or delay of the Launch  Date due to
           the  fault of the  Contractor  or  Subcontractor  and such  delay or
           postponement  results  in  postponement  fees  or  other  liquidated
           damages  paid by  AsiaSat  to the Launch  Services  Contractor,  the
           Contractor  shall pay to AsiaSat such fees or liquidated  damages up
           to a cumulative maximum of [o].

     8.3   In the event of a delay described above, the Parties shall equitably
           adjust  the  final  payment  by the  amount of the  aggregate  price
           reduction(s).  If the  amount of the  aggregate  price  reduction(s)
           exceed the amount of the final payment,  the Contractor shall refund
           the  difference  to AsiaSat on or prior to the due date of the final
           payment.

     8.4   Clause 15 of this Contract provides that the acts of a government in
           its  sovereign  capacity,   including  action  or  inaction  in  its
           licensing capacity,  is an excusable delay;  however,  Contractor is
           obligated  to exercise its  reasonable  best efforts to minimize the
           period of  excusable  delay,  and  notwithstanding  anything  to the
           contrary  contained  herein and for the  purposes  of this  Clause 8
           only,  the inability of the  Contractor to obtain key licenses shall
           not constitute an excusable delay.

     8.5   For purposes of adjustments for late completion, the price reduction
           specified in Clause 8.1 above shall be  applicable  to the Satellite
           to be  completed  hereunder  and  shall  be in lieu of all  damages,
           actual or consequential, [o].


                                      22
<PAGE>

9.   ASIASAT'S RIGHT OF ACCESS

     9.1   AsiaSat  and its  representatives  shall be  allowed  access  at all
           times,  subject to Contractor  security and safety  regulations  and
           U.S.  Government  restrictions,  to all  Work,  technical  meetings,
           program reviews,  and data and information  regarding this Contract,
           for the  performance of the Work,  and for purposes of  observation,
           inspection,  examination and evaluation,  subject to Clauses 9.4 and
           9.5.

     9.2   The  Contractor  shall use its  reasonable  best  efforts to provide
           AsiaSat identical rights of access to its Subcontractors  subject to
           Contractor,   at  its  option,   accompanying   AsiaSat  and/or  its
           authorized representative.

     9.3   Such access shall be granted  provided that it does not unreasonably
           interfere with the Work, and access to the Work is coordinated  with
           the Contractor Program Manager or his/her designated personnel.

     9.4   Contractor or any Subcontractor  may, at its reasonable  discretion,
           deny access to any person whose  business  affiliation  is deemed by
           Contractor  or such  Subcontractor  to be a  Competitor  or directly
           competitive with a business of the Contractor or such  Subcontractor
           relating to the manufacture of satellites or components  thereof. In
           such  event,  Contractor  will  provide a written  statement  of the
           reasons for denying  access to such  person,  and AsiaSat may, if it
           disagrees  with such denial of access,  contest such denial  through
           the dispute resolution procedure of Clause 17.

     9.5   AsiaSat will not remove any documents, materials or other items from
           any facility of Contractor or its Subcontractors without the express
           written consent of Contractor Program Manager.


                                      23
<PAGE>

10.  TITLE AND RISK OF LOSS OR DAMAGE

     10.1  Until risk of loss passes to AsiaSat and unless  otherwise  provided
           in this  Contract,  the  Contractor  shall bear all risks of loss or
           damage to the Spacecraft and any Contract Item to be delivered under
           this Contract.

     10.2  Unless otherwise  provided in this Contract,  title and risk of loss
           or damage to the Spacecraft  shall pass to AsiaSat at Launch.  Title
           and risk of loss or damage to all other  Contract  Items (other than
           Deliverable   Data,  to  which  AsiaSat  shall  obtain  licenses  in
           accordance  with Clause 18 and Services)  shall pass to AsiaSat upon
           final acceptance by AsiaSat in accordance with Clause 11.

     10.3  The  Contractor  represents  and warrants to AsiaSat and  undertakes
           that title to the  Spacecraft  and to all  Contract  Items  shall be
           good, marketable and rightfully conveyed,  and shall be delivered to
           AsiaSat free and clear of all liens, encumbrances, pledges and other
           interests   whatsoever,   except  those  incurred  by  AsiaSat.  The
           Contractor  shall execute and deliver all such instruments as may be
           reasonably required by AsiaSat,  in its sole discretion,  to perfect
           or evidence such title.

     10.4  In the  event  that  Intentional  Ignition  occurs,  but  there is a
           subsequent Terminated Ignition:

           (a)   Once the  Launch  pad has been  declared  safe and the  Launch
                 Services  Contractor  authorizes  the  start  of the  demating
                 operations,  Contractor  shall,  unless AsiaSat  exercises its
                 rights under Clause 10.4(b), if applicable,  promptly take all
                 necessary  actions to prepare  the  Satellite  for a relaunch,
                 including  but not  limited  to:  (i)  supporting  the  Launch
                 Services  Contractor in demating the Satellite from the Launch
                 Vehicle and  conducting  defueling  operations;  (ii) directly
                 performing  inspection  and testing,  refurbishment,  storage,
                 repair   and   replacement   of  damaged   component(s),   and
                 transportation  of the  Satellite to and from the Launch site;
                 and (iii) providing additional Launch Support Services for the
                 subsequent Launch attempt of the Satellite.  Upon a Terminated
                 Ignition,  the  Launch  Date  shall be  extended  as  required
                 without  penalty to Contractor,  and Contractor  shall have no
                 liability  related to the  Terminated  Ignition  other than as
                 stated in this Clause 10.4.

           (b)   In  the  event  of  physical  destruction  of  the  Spacecraft
                 (including that Contractor determines that the Satellite is so
                 significantly damaged that it cannot reasonably be refurbished
                 as provided in Clause  10.4(a)  above),  Contractor  will,  at
                 AsiaSat's option,  either (i) proceed to provide a replacement
                 Satellite,  and the Parties shall  establish a new  Completion
                 Timetable for the replacement  Satellite and shall adjust such

                                      24
<PAGE>

                 other Contract terms and conditions accordingly or (ii) refund
                 to AsiaSat any amounts  previously  paid by AsiaSat under this
                 Contract  (thereby   terminating  all   responsibilities   and
                 obligations  of the Parties,  except as to any  liabilities or
                 obligations  set forth in this  Contract  that (i) the Parties
                 have  expressly   agreed  shall  survive  any  termination  or
                 expiration;  or (ii) remain to be performed or by their nature
                 would  be  intended  to  be  applicable   following  any  such
                 termination or expiration).

           (c)   Any damage  sustained by the affected  Satellite and caused by
                 events  occurring during the period  encompassing  Intentional
                 Ignition up to and including the point in time when the Launch
                 pad has been  declared  safe and  Contractor  has  secured the
                 Satellite, shall be the sole responsibility of Contractor.

     10.5  [o]


                                      25
<PAGE>

11.  INSPECTION AND FINAL ACCEPTANCE

     11.1  (a)   Inspections  of all Work and all Contract Items may be made by
                 AsiaSat or its designated  representative  at the Contractor's
                 or a Subcontractor's plant. All such inspections shall be made
                 in the presence of a representative of the Contractor. AsiaSat
                 shall inform the Contractor in writing of those particulars in
                 which the Work performed  under the Contract does not meet the
                 requirements of the Contract, and the Contractor shall use its
                 reasonable best efforts to remedy such defects.

           (b)   [o]

     11.2  Prior to the shipment of the Satellite, the Contractor shall conduct
           a Pre-  Shipment  Review  in  accordance  with the Test  Plan at the
           Contractor's   plant.  The  Pre-Shipment  Review  shall  consist  of
           reviewing  Satellite test results in accordance  with the Test Plan.
           The Contractor  shall provide AsiaSat at least fifteen (15) Business
           Days advance notice of the Pre-Shipment  Review.  AsiaSat shall have
           the right to witness  such review and the right to either  concur or
           not  concur  that the  Spacecraft  meets  the  requirements  of this
           Contract  and is ready for  shipment.  Requests  for  correction  of
           non-conforming  conditions  in the  Satellite  must be  submitted in
           writing within five (5) Business Days thereafter,  and must identify
           the specific Contract requirement(s) deemed not met. If AsiaSat does
           not respond  within the five (5)  Business  Days,  or  intentionally
           fails to attend the  Pre-Shipment  Review,  the Spacecraft  shall be
           deemed to have met the requirements of the Contract and be Available
           for Shipment,  unless Contractor knows that the Spacecraft is not in
           fact ready for shipment.

     11.3  Prior to integration of the Satellite with the Launch Vehicle at the
           Designated  Launch  Site,  an LRR shall be jointly  conducted by the
           Contractor and AsiaSat.  The Contractor  shall give AsiaSat five (5)
           Business  Days written  notice of the LRR. The purpose of the LRR is
           to  confirm  the  Satellite  is ready  for  propellant  loading  and
           subsequent  Launch.  Any defects or  non-conformances  as may remain
           from the PSR  (which  AsiaSat  has agreed  may be  corrected  at the
           Designated  Launch  Site),  or resulting  from shipment or otherwise
           discovered  during  Satellite  Launch  preparations  shall have been
           corrected or dispositioned.  Upon successful  completion of the LRR,
           AsiaSat shall so notify the  Contractor  and the Satellite  shall be
           released  by AsiaSat  for  Satellite  propellant  loading and Launch
           Vehicle  integration.  If the LRR  contains  non-conformances  which
           require  correction,  at the  review,  AsiaSat  shall  identify  the
           non-conformances   to  the  Contract   requirement(s)   and  request
           correction of non-conforming  conditions  affecting the Satellite in
           writing ("LRR Correction Notice").  The Contractor shall correct the
           non-conforming  conditions  referred to therein and,  following such
           correction,  shall notify  AsiaSat that the  corrections  have taken
           place and shall invite AsiaSat to send  representatives to attend an
           inspection  at which  they  will be  entitled  to  verify  that such

                                      26
<PAGE>

           corrections  have been  satisfactorily  made.  The above  provisions
           shall  thereafter  apply  similarly  to that  inspection  as if that
           inspection was the original LRR. If the LRR demonstrates  compliance
           save for  minor  non-conformances  that have not been  corrected  or
           dispositioned,  which the Contractor  demonstrates  at the review to
           AsiaSat's reasonable satisfaction to have no adverse effect upon the
           capability  of  the  Satellite  to  perform  its  on-orbit   mission
           throughout  its  Operational  Lifetime,  AsiaSat shall so notify the
           Contractor at the conclusion of the LRR.

     11.4  Upon arrival of the  Satellite at the orbital  location as specified
           by AsiaSat for testing,  Contractor shall commence,  in consultation
           with AsiaSat, in-orbit testing in accordance with the Test Plan. The
           Contractor shall seek to remedy, in consultation with AsiaSat and in
           accordance with the Contractor's standard satellite procedures,  any
           anomalous  conditions  that may become  apparent as a result of such
           testing, and shall retest as necessary subsequent to taking remedial
           action (if any).  Regarding an anomalous condition or failure of the
           Satellite or any  Transponder to meet the  specifications  and other
           requirements  set forth in Exhibits A and B, the  Parties  intend to
           address any such  condition(s) or failure(s)  through the provisions
           of this Contract  dealing with Launch Risk Insurance and Performance
           Incentive Payments.  At the conclusion of the in-orbit testing,  the
           Contractor will provide  AsiaSat with either (a) a certificate  that
           the  Spacecraft  is a  Successfully  Launched  Satellite,  or  (b) a
           written explanation of why the Contractor believes the Spacecraft is
           not a Successfully Launched Satellite.

     11.5  Final and  irrevocable  acceptance of the Satellite shall arise upon
           Launch.

     11.6  For  purposes  of this  Clause  11,  any  Contract  Item found to be
           defective under this Contract prior to acceptance  thereof shall, at
           AsiaSat's  request  and  without  charge  to  AsiaSat,  be  promptly
           retested by the  Contractor  after the  Contractor has remedied such
           defects. The remedy and amount of retest required shall be as agreed
           by AsiaSat and the Contractor. Remedy of any defective Contract Item
           shall be made by the  Contractor  promptly,  and at its expense upon
           receipt of notice of any such defect.  Upon remedy of any  defective
           Contract  Item in  accordance  with the Contract  requirements,  the
           Contract   Item  in   question   shall  be   accepted   by  AsiaSat.
           Notwithstanding  anything  herein,  Contractor may submit to AsiaSat
           any request for a waiver of, or deviation from, provisions(s) of the
           performance  specification  applicable  to the  Satellite  or  other
           Deliverable  Item. A request for waiver or deviation shall be deemed
           granted only if it has been approved in writing by a duly authorized
           representative of AsiaSat. Each such waiver or deviation approved by
           AsiaSat   shall  be  deemed   an   amendment   to  the   performance
           specification  for such  Satellite or Deliverable  Item,  permitting
           such waiver thereof, or deviation  therefrom,  effective on or after
           the date of such approval for such Satellite or Deliverable Item.

                                      27
<PAGE>

     11.7  Notwithstanding  final  acceptance  of the Satellite as described in
           Clause 11.5,  the  Contractor is not relieved  from any  outstanding
           obligations under this Contract.

     11.8  Final  acceptance of the DSS and Baseband  Equipment  shall occur as
           follows:  Contractor  shall ship and  install  the DSS and  Baseband
           Equipment at the location  designated in Clause 4.2. Upon completion
           of installation,  Contractor shall perform a site acceptance test on
           the DSS and Broadband  Equipment  and upon  conclusion of such test,
           will  conduct a site  acceptance  test review with  AsiaSat.  Within
           three (3) Business Days of completion  of the site  acceptance  test
           review, AsiaSat shall, by written notice to Contractor,  either: (i)
           in the  event  that the site  acceptance  test  review  demonstrates
           conformity  of the  DSS and  Baseband  Equipment  to the  applicable
           requirements  of Exhibit A, the DSS and Baseband  Equipment shall be
           irrevocably  accepted by AsiaSat  for all  purposes  hereunder,  and
           AsiaSat's  notice shall so state; or (ii)in the event that such site
           acceptance  test review  discloses  any  non-conformance  of the DSS
           and/or Baseband Equipment to the applicable  requirements of Exhibit
           A, AsiaSat's notice shall identify each such  non-conformance  (with
           reference  to the  applicable  requirement  of  Exhibit A deemed not
           met),  and Contractor  shall correct or repair such  non-conformance
           and resubmit  such DSS and/or  Baseband  Equipment  for a subsequent
           site  acceptance  test review,  or applicable  portion  thereof,  in
           accordance with the provisions of this Clause 11.8. If AsiaSat fails
           to provide  written  notice  within the time  specified,  acceptance
           shall be deemed to have  irrevocably  occurred  with respect to such
           DSS and Baseband Equipment.

     11.9  Acceptance of Deliverable  Services,  or any part thereof,  shall be
           deemed to occur upon Contractor  furnishing  such Services,  or such
           part thereof,  to AsiaSat in accordance with the Completion Schedule
           set forth in Clause 4.2 and the  standard  set forth in Clause 28.5.
           In the event that,  due to any  non-compliance,  timely  notified by
           AsiaSat,  re-performance  of Services is required  and  practicable,
           such re-performance is subject to the provisions of Clause 28.5.


                                      28
<PAGE>

12.  SUBCONTRACTS

     12.1  Not  later  than 60 days  after  EDC the  Contractor  shall  provide
           AsiaSat  with a list  of  the  name  of  each  Subcontractor  with a
           Subcontract  having a unit value in  relation  to the  Satellite  in
           excess  of [o] or whose  subcontracted  items  are on the  "critical
           path" for  completion  and shall  identify  the Work to be performed
           under each such Subcontract.

     12.2  The Contractor  shall use its reasonable best efforts to ensure that
           all Subcontracts are awarded to the Subcontractor  offering the best
           combination of reliability, quality, price and delivery time.

     12.3  The Contractor shall make available to AsiaSat,  any of Contractor's
           Subcontractor  information  relating to the  Satellite  construction
           schedule.

     12.4  Nothing in this Clause 12 or in any  Subcontract  shall be deemed to
           relieve the Contractor from any obligation under this Contract.

     12.5  Subcontractors  identified  in Clause  12.1 shall be required by the
           terms of their  Subcontracts,  if issued after EDC, to submit copies
           of written progress and status reports  (including test data) to the
           Contractor for incorporation in the Contractor's reports to AsiaSat.


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<PAGE>

13.  TERMINATION FOR CONVENIENCE

     13.1  (a)   AsiaSat may at any time prior to Launch of the
                           Satellite, by written notice given to the
                           Contractor, terminate this Contract in whole,
                           whereupon the Contractor shall cease Work.

           (b)   Following receipt of notice of termination under
                           Clause 13.1(a), the Contractor shall invoice AsiaSat
                           the appropriate termination cost as determined by
                           the Termination Cost Table in Appendix B (less
                           amounts previously paid), and AsiaSat shall remit
                           payment of the invoiced amount within 90 days of
                           receipt of invoice.

     13.2  In the event of  termination  under Clause 13.1 (a), the  Contractor
           will make reasonable efforts upon AsiaSat's  request,  to sell, use,
           or  transfer  the  Satellite  hardware.  Any sums  recovered  by the
           Contractor,  after  allowing for the  Contractor's  costs,  shall be
           credited to AsiaSat  (less  amounts  attributable  to  handling  and
           modifications).  The  Contractor's  costs  shall  include  all costs
           directly attributable to this Contract including, but not limited to
           labour, material, overhead, and general and administrative expenses.
           The timeframe for such planned or completed  sales, use or transfers
           is 24  months  after  notice  of  termination  is  received  by  the
           Contractor.

     13.3  In the event of  termination  under this  Clause 13 after EDC,  each
           Contract Item  terminated  pursuant to this Clause,  subject to U.S.
           Government approval as may be required and subject to the provisions
           of Clause  33.9,  shall  become the  property  of AsiaSat if AsiaSat
           elects,  by written notice to the  Contractor,  within 30 days after
           the later to occur of: (ii) notice to the  Contractor  of  AsiaSat's
           determination to retain such Contract Item; and (ii) U.S. Government
           approval of the transfer of title and possession to AsiaSat.


                                      30
<PAGE>

14.  TAXES

     14.1  The Contractor  shall be  responsible  for the payment of, and shall
           indemnify  and hold  harmless  AsiaSat  from and  against all taxes,
           imposts and duties, present or future, which are directly related to
           the Work and which may be imposed  under the laws of the  Country of
           Origin.  The Contractor shall comply with all requirements,  present
           and future,  of taxation laws in force  including the payment of any
           interest  or  penalties  related to or  arising  from such taxes and
           duties.  Notwithstanding the foregoing,  the Contractor shall not be
           responsible for the Launch-related  taxes, imposts, or duties of the
           country of Launch.  In all events AsiaSat shall be  responsible  for
           the taxes  imposed by Hong Kong or the  People's  Republic  of China
           with respect to the DSS and Baseband Equipment.

     14.2  The  Contractor  shall be  responsible  for the payment of and shall
           indemnify  and hold  harmless  AsiaSat  from and  against all taxes,
           imposts  and  duties  imposed  by the  country  of  Launch  that are
           directly  related to the Satellite or the Work (i.e.  not related to
           the Launch, the Launch Services,  the Launch Services  Contractor or
           AsiaSat's  responsibilities  or  participation)  and  which  are the
           responsibility of Contractor hereunder.


                                      31
<PAGE>

15.  EXCUSABLE DELAYS

     15.1  Delays in  completion of the  Spacecraft or any other  Contract Item
           resulting  from  acts  of  God,  civil  disorders,  wars,  acts of a
           government in its sovereign capacity (except to the extent that such
           act  of  government  arises  out  of  the  willful  misconduct  or a
           negligent act or negligent  failure to act by Contractor),  strikes,
           fires, floods, earthquakes,  epidemics,  quarantine restrictions and
           freight  embargoes or any other  circumstance  beyond the reasonable
           control and without the fault or negligence of the Contractor, shall
           constitute  excusable  delays  provided  a  written  claim  therefor
           together  with  information  sufficient  to  support  such  claim is
           received  by AsiaSat  within  ten  Business  Days  after  Contractor
           becomes  aware of an impact  due to such act or  occurrence  (except
           that such notice shall be provided as soon as  practicable  in times
           where  AsiaSat  has  actual  notice  of the  event,  such as a major
           earthquake). The Contractor shall promptly advise AsiaSat in writing
           of  the  end of the  circumstance  giving  rise  to the  delay.  The
           Completion  Schedule  for the  relevant  Contract  Item  provided in
           Clause  4.2  shall be  extended  by the  length  of such  period  of
           excusable delay.  Contractor shall exercise  reasonable best efforts
           to  minimize  the  period of  excusable  delay and to  expedite  its
           activities  to  make  up for  any  time  lost  as a  result  of such
           excusable delay. For the avoidance of doubt, Contractor's failure to
           obtain all necessary U.S. Government consents as described in Clause
           16.1(a) is not considered an excusable delay hereunder.

     15.2  Unless the Parties otherwise agree and once EDC has occurred, if the
           period of excusable  delay exceeds 100 days (or if the Parties agree
           that the  period of  excusable  delay will  exceed  100 days),  then
           AsiaSat shall have the right to terminate this Contract, and pay the
           Contractor up to the Milestone  Event completed by the Contractor as
           at the date of termination.  In such event, at AsiaSat's discretion,
           the  Contractor  shall  proceed with the procedure set out in Clause
           13.2 with respect to the terminated Contract Items


                                      32
<PAGE>

16.  TERMINATION FOR CAUSE

     16A   TERMINATION FOR CONTRACTOR'S DEFAULT

     16.1  AsiaSat  may,  by  written  notice  issued by  AsiaSat's  Authorized
           Representative,  terminate  this  Contract  at any  time  after  the
           occurrence of any of the following:

           (a)   except if due to an event  covered  by Clause 15, or due to an
                 AsiaSat caused delay,  if the Contractor does not complete the
                 following event(s) by the date(s) indicated below:

                               EVENT                     DATE
                               -----                     ----
                               [o]                        [o]

           (b)   if, after EDC, the Contractor is dissolved,  or the Contractor
                 admits  in  writing  its  inability  to pay its  debts as they
                 become  due,  or if  Contractor  presents a  petition  for the
                 winding up of its  affairs or  business or any other steps are
                 taken by Contractor for winding up other than for the purposes
                 of a  reconstruction  or  reorganization  , or  becomes  or is
                 declared  insolvent under U.S.  Bankruptcy Law or is otherwise
                 the  subject of a  Bankruptcy  Event  (unless  Contractor  has
                 agreed to assume this  Contract and perform  hereunder),  or a
                 receiver is appointed  over all or a  substantial  part of the
                 Contractor's  assets  and the  appointment  is not  discharged
                 within sixty (60) days, or the Contractor  makes an assignment
                 for the benefit of its creditors generally,  or the Contractor
                 sells, transfers or otherwise disposes of all or substantially
                 all of its assets (other than for full  consideration  and the
                 acquirer has assumed this  Contract and provided  AsiaSat with
                 reasonable assurance of future performance).

           (c)   if the  Contractor  fails  to  perform  any  of  the  material
                 provisions  of this  Contract  (other than  schedule or export
                 control  related   provisions  which  are  covered  in  Clause
                 16.1(a)), and in each case fails to remedy such failure within
                 90 days after  receipt of written  notice from AsiaSat of such
                 failure.

     16.2  In the event AsiaSat  terminates this Contract as provided in Clause
           16.1, AsiaSat shall be entitled, at its option, to either:

           (a)   (i)    subject to  compliance  with  Clause 6, the  terminated
                        Work existing on the date of termination provided that,
                        as determined by Contractor,  AsiaSat's  acquisition of
                        such terminated items will not result in the disclosure
                        or transfer to any Competitor of any information, data,
                        or technology  that may be considered by the Contractor
                        as proprietary; and

                                      33
<PAGE>

                 (ii)   all reasonable  excess  re-procurement  costs,  up to a
                        maximum amount of [o]; or

           (b)   (i)    a refund of all payments previously made to Contractor;
                        and

                 (ii)   all reasonable  excess  re-procurement  costs,  up to a
                        maximum of [o].

     16.3  In the event AsiaSat  chooses to take  possession of the  terminated
           Work in accordance with Clause 16.2(a), the Contractor shall:

           (i)   be paid the outstanding  amount for any items delivered to and
                 finally accepted by AsiaSat;

           (ii)  be paid the outstanding  amount for any Work in progress which
                 is taken over by AsiaSat;

           (iii) protect  and  preserve  property  in  the  possession  of  the
                 Contractor in which AsiaSat has an interest;

           (iv)  seek such U.S.  Government approval as is required for AsiaSat
                 to take  title  and  possession  of the  terminated  Work  and
                 provide such title and  possession to the  terminated  Work to
                 AsiaSat  only  if  such   approval  is  granted  by  the  U.S.
                 Government.

     16.4  In the event AsiaSat  chooses refund of payments in accordance  with
           Clause 16.2(b), then Contractor shall be entitled to retain title to
           any and all  Work,  work  in  progress,  parts  or  other  material,
           together with any associated warranties, and any subcontracted items
           which  Contractor has  specifically  produced or acquired or entered
           into in accordance with this Contract.

     16.5  AsiaSat shall have no right to terminate  this Contract  pursuant to
           Clause 16.1 after Launch.

     16B   TERMINATION FOR ASIASAT'S DEFAULT

     16.6  Contractor  may  terminate  this  Contract  upon  written  notice to
           AsiaSat at any time after the occurrence of any of the following:

           (a)   failure  of  AsiaSat  to make any  payment  due to  Contractor
                 hereunder when due,  provided such failure is not cured within
                 a period  of  thirty  (30) days  following  receipt  of notice
                 thereof from Contractor; or

           (b)   AsiaSat is  dissolved,  or admits in writing its  inability to
                 pay its  debts as they  become  due,  or is  presented  with a
                 petition  for the  winding up or any other steps are taken for
                 winding up other than for the purposes of a reconstruction, or
                 AsiaSat  becomes or is  declared  insolvent,  or a receiver is
                 appointed over all or a substantial  part of AsiaSat's  assets

                                      34
<PAGE>

                 and the appointment is not discharged  within sixty (60) days,
                 or  AsiaSat  makes  an  assignment  for  the  benefit  of  its
                 creditors generally, or AsiaSat sells, transfers, or otherwise
                 disposes of all or the greater part of its assets  (other than
                 for full consideration).

     16.7  If a termination  occurs under Clause 16.6 above,  Contractor  shall
           have the following rights:

                  (a)      Any amounts invoiced and unpaid by AsiaSat under
                           this Contract shall continue to be due and owing.
                           AsiaSat shall pay to Contractor the termination cost
                           specified in Appendix B at the time of termination
                           and Clause 13.2 shall apply.

                  (b)      Contractor shall have the right to immediately stop
                           work on any Work, the delivery of which has not been
                           completed.

     16.8  Neither  Party shall have any liability in contract or in tort for a
           termination under this Clause 16 other than as expressly provided in
           this  Clause 16,  these  termination  rights and  remedies  shall be
           exclusive  and in lieu of any other rights and remedies  provided by
           law except for AsiaSat's rights to liquidated damages under Clause 8
           and except for either Party's ability to obtain  equitable relief to
           enforce its rights under this Contract.

     16.9  This Clause 16 shall  survive the  termination  of this Contract for
           either Contractor's or AsiaSat's termination for cause.


                                      35
<PAGE>

17.  DISPUTES AND ARBITRATION

     17.1  DISPUTES

           (a)   If,  during the course of Work in  progress,  either Party has
                 cause to believe that the other Party's  performance,  or plan
                 for  performance,  is such that the  obligations  of the other
                 Party,  as stated in this  Contract,  are not being  met,  the
                 Party  shall give  written  notice of its  objections  and the
                 reasons  therefor and may recommend  corrective  action by the
                 other Party. The Contractor Program Manager shall consult with
                 the AsiaSat Authorized Representative in an effort to reach an
                 agreement to overcome the objections  (first  instance) within
                 ten (10) Business Days.

           (b)   In the event  that  agreement  cannot be  reached in the first
                 instance  then either  Party may  request  that the dispute be
                 escalated and the respective positions of the Parties shall be
                 forwarded to the  Contractor's  President and AsiaSat's  Chief
                 Executive  Officer,  and an  attempt  shall  be made to  reach
                 agreement to overcome each Party's  objections within ten (10)
                 Business Days of such request.  If agreement cannot be reached
                 by the end of such  period,  either  Party may  invoke  Clause
                 17.2(a).

     17.2  ARBITRATION

           (a)   Any dispute or disagreement between AsiaSat and the Contractor
                 in connection with any interpretation of any provision of this
                 Contract,  or the compliance or non-compliance  therewith,  or
                 the validity or enforceability  thereof,  which is not settled
                 to the  mutual  satisfaction  of  AsiaSat  and the  Contractor
                 within  twenty (20)  Business  Days (or such shorter or longer
                 period  as may be  mutually  agreed  upon)  from the date that
                 either   Party   informs  the  other  that  such   dispute  or
                 disagreement  exists,  shall be finally settled by arbitration
                 in  accordance  with  the  UNCITRAL   Arbitration  Rules  (the
                 "Arbitration  Rules").  The appointing  authority shall be the
                 Hong Kong  International  Arbitration  Centre  (HKIAC) and the
                 place of  arbitration  shall be  conducted in Hong Kong in the
                 English  language.  The  arbitration  award shall be final and
                 binding upon the Parties and judgment may be entered  thereon,
                 upon the  application  of either  Party,  by any court  having
                 jurisdiction.  Each Party shall bear the cost of preparing and
                 presenting its case and the cost of arbitration, including the
                 fees and  expenses of the  arbitrators,  with the costs of the
                 third  arbitrator to be shared  equally by the Parties  unless
                 the award otherwise provides.

           (b)   The relief  that may be awarded by the  arbitrators  under any
                 arbitration  arising  from this  Contract  may not  exceed the

                                      36
<PAGE>

                 actual compensatory damages, and shall not be in any amount or
                 on any  theory of  liability  not  expressly  allowed  in this
                 Contract.

           (c)   The following  time limits shall be observed in respect to any
                 arbitration referred to in this Clause:

                 (i)    Each Party shall appoint its arbitrator within ten (10)
                        days of the receipt of demand for arbitration.

                 (ii)   The two (2) appointed arbitrators shall appoint a third
                        arbitrator  within a further  twenty (20) days from the
                        time  stipulated  in  (i)  above  unless  the  two  (2)
                        arbitrators  agree to an  extension  not to  exceed  an
                        additional twenty (20) days. If the two (2) arbitrators
                        cannot  agree  on  the  third  arbitrator,   then  upon
                        application  by  either  Party an  arbitrator  shall be
                        named by the HKIAC.

                 (iii)  Any  decision by the  arbitrators  shall be made within
                        six (6) months  from the date on which a Party  demands
                        arbitration  or  within  such  extended  period  as the
                        arbitrators may allow.

           (d)   Notwithstanding  the time limits set forth in Clause  17.2(c),
                 in  the  event  either  Party  is  seeking   equitable  relief
                 hereunder and  identifies  the matter as one requiring  urgent
                 arbitration,   the   arbitration   shall   be   conducted   as
                 expeditiously as feasible under the circumstances,  and with a
                 single arbitrator appointed by the HKIAC.


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<PAGE>

18.  TECHNICAL DATA AND INFORMATION

     18.1  Subject to the  provisions  of Clause 33,  Confidentiality,  AsiaSat
           shall   have   the    royalty-free,    world-wide,    non-exclusive,
           nontransferable  (except  as set  forth  in  Clause  18.4),  paid-up
           license to use, and allow its Affiliates and  subcontractors  to use
           the Deliverable  Data under the Contract,  and any other data, which
           is not  Deliverable  Data,  but which is provided under the Contract
           (hereinafter  "Other  Data"),  solely for purposes of  establishing,
           maintaining, and operating the Spacecraft and, if mutually agreed by
           the Parties in writing,  other  satellites  of AsiaSat,  which right
           will not be unreasonably withheld or delayed.

     18.2  AsiaSat, its Affiliates and subcontractors shall also have the right
           to make  copies of the  Deliverable  Data and the Other Data for the
           purposes of establishing,  maintaining, and operating the Spacecraft
           and if mutually agreed by the Parties in writing,  other  satellites
           of  AsiaSat,  which  right  will  not be  unreasonably  withheld  or
           delayed.  If any of the written  Deliverable  Data is copyrighted by
           Contractor,  Contractor  agrees to and does hereby grant to AsiaSat,
           its Affiliates and subcontractors  the royalty-free,  non-exclusive,
           nontransferable,  paid-up license under  Contractor's  copyrights to
           make such copies. With respect to all Deliverable Data that contains
           a notice of copyright,  AsiaSat,  its Affiliates and  subcontractors
           shall  apply the  appropriate  copyright  notice to all copies  made
           thereof.

     18.3  Notwithstanding  any other provision hereof, the ownership and title
           to Deliverable Data, including copyrights in computer programs,  and
           related documentation, and Other Data, shall remain in Contractor or
           its  licenser.  All  rights to  Deliverable  Data and Other Data not
           owned by Contractor are limited by the extent of Contractor's rights
           and interests therein.

     18.4  No licenses  under  Contractor's  patents or  copyrights  other than
           those necessary to use, operate, modify, or repair (for the purposes
           stated  in Clause  18.2)  the  Deliverable  Equipment  and  software
           supplied  hereunder are granted or implied by providing  Deliverable
           Data or  Other  Data,  or other  information  under  this  Contract.
           AsiaSat  understands  and  agrees  that,  if AsiaSat  transfers  any
           Deliverable  Equipment to a third party,  AsiaSat shall not transfer
           any Deliverable  Data or Other Data provided  hereunder or any other
           information  pertaining  to such  Deliverable  Equipment to any such
           third  party  without  first  obtaining  the written  permission  of
           Contractor.  Such permission  will not be  unreasonably  withheld or
           delayed  provided that the intended  third party  recipient  legally
           obligates  itself to the same  terms and  conditions  regarding  the
           confidentiality, patents and transfer restrictions which are recited
           above.  Upon the granting of such permission,  all licenses relating
           to the transferred  Deliverable Equipment will transfer to the third

                                      38
<PAGE>

           party  recipient  and  shall   terminate  as  to  such   transferred
           Deliverable  Equipment  with respect to AsiaSat,  its Affiliates and
           its subcontractors.

           For purposes of this Clause 18,  subject to Clause 6 and  applicable
           limitations set forth elsewhere in this Clause 18 and Contract,  the
           term  "use"  means  any  and  all  use,   disclosure,   duplication,
           publication,  and other disposition of technical data, software,  or
           equipment.  For the  avoidance  of doubt,  the  reference to AsiaSat
           under  this  Clause  18  shall  include  its  assignees  under  this
           Contract,  or any third party that  AsiaSat may sell the  Spacecraft
           to.



                                      39
<PAGE>

19.  PATENT RIGHTS

     19.1  The  Contractor   agrees  to  grant  to  AsiaSat,   an  irrevocable,
           worldwide,  non-exclusive,  nontransferable  (except as  provided in
           Clause 18.4),  paid-up license to use any invention  covered by each
           patent now or hereafter owned by the Contractor,  or under which the
           Contractor  has or may  acquire  the right to grant  such a license,
           which  invention is directly  incorporated  into a Contract  Item or
           generated during the course of any Work and necessary for the normal
           intended use of any of the Contract Items,  provided,  however, that
           such  license  shall be granted only to the extent that such license
           is  reasonably  necessary  to enable  AsiaSat,  its  Affiliates  and
           Subcontractors  to maintain,  repair,  operate or otherwise  use any
           Contract  Items  delivered  under this  Contract  solely for AsiaSat
           Purposes.  This Clause shall not be construed as limiting any rights
           under this Contract,  including  specifically the right to use, have
           used,  deliver,  lease,  sell, or otherwise  dispose of to any third
           party,  any Contract Item or any part(s)  thereof if provided  under
           this Contract.  For the avoidance of doubt, the reference to AsiaSat
           under  this  Clause  19  shall  include  its  assignees  under  this
           Contract,  or any third party that  AsiaSat may sell the  Spacecraft
           to.

     19.2  [o]



                                      40
<PAGE>

20.  CHANGES REQUESTED BY CONTRACTOR OR ASIASAT

     20.1  If the Contractor requests any change to the Spacecraft or any other
           Contract Item at any time during the  performance  of this Contract,
           within the general scope of this Contract,  which will add or delete
           any part of the Work,  affect the design of the  Spacecraft,  change
           the method of shipment or packing, or place or time of delivery,  or
           will affect any other  requirement of this Contract,  a proposal for
           such change shall be submitted in writing to AsiaSat. If such change
           causes an increase or decrease  in the total  Contract  Price,  or a
           change in the  Completion  Schedule  or any other term or  condition
           herein,  the  Contractor  shall  submit to AsiaSat,  at the time the
           requested  change  is  submitted,  or at such  later  date as may be
           agreed with AsiaSat,  the details of such cost,  schedule,  or other
           impact.  All claims for  increased  costs under Clause 20.1 shall be
           submitted  by the  Contractor  in the same  format  as that used for
           submission  of  the  Contractor's   original  price  proposal.   The
           increased  cost, if any, will be calculated in accordance  with, and
           certified  by  the   Contractor  to  be  in  accordance   with,  the
           Contractor's   standard  accounting  system,  and  shall  include  a
           complete labour and material cost breakdown.

     20.2  AsiaSat shall notify the  Contractor in writing  within fifteen (15)
           days after  receipt of the requested  change  whether or not AsiaSat
           accepts  such  change.   If  AsiaSat   authorises  the  Contractor's
           requested change,  the Contractor shall proceed with the performance
           of the  Contract  as  changed  and  an  amendment  to  the  Contract
           reflecting such change, and price,  schedule adjustment,  and/or any
           other affected terms and  conditions,  if any, shall be issued.  The
           Contractor  shall,  within a reasonable time thereafter,  provide an
           updated master program schedule which reflects the final change.  If
           AsiaSat does not agree with such Contractor's  requested change, the
           Parties  shall  attempt to reach  agreement on such  change.  In the
           event the Parties are unable to reach agreement on another method to
           achieve  such  change,   the  Contractor   shall  proceed  with  the
           performance of the Contract, without change.

     20.3  If  AsiaSat  requests  any  change  to the  Spacecraft  or any other
           Contract Item at any time during the  performance  of this Contract,
           within the general scope of this Contract,  which will add or delete
           any part of Work,  affect the design of the  Spacecraft,  change the
           method of shipment or packing, or place or time of delivery, or will
           affect any other requirement of this Contract,  the Contractor shall
           use its  reasonable  best  efforts  to  respond  to that  request in
           writing  to AsiaSat  within  fifteen  (15) days after such  request.
           Contractor's  response shall be reasonable under the  circumstances.
           If a change  requested by AsiaSat  causes an increase or decrease in
           the total Contract  Price or a change in the Completion  Schedule or
           impacts any other term or condition,  the Contractor shall submit to
           AsiaSat,  at the time of  response  to the  requested  changes,  the
           details of such cost or schedule or other  impact.  The format to be
           used for submission of the price  adjustment for these changes shall
           be the same as referred to in Clause 20.1.  AsiaSat shall notify the

                                      41
<PAGE>

           Contractor in writing, within fifteen (15) days after receipt of the
           Contractor's response, whether or not it agrees with and accepts the
           Contractor's  response.  If  AsiaSat  agrees  with and  accepts  the
           Contractor's   response,  the  Contractor  shall  proceed  with  the
           performance  of the  Contract  as changed  and an  amendment  to the
           Contract reflecting such change, and price or schedule adjustment or
           other affected terms and  conditions,  if any, shall be issued.  The
           Contractor  shall,  within a reasonable time thereafter,  provide an
           updated master  programme  schedule which reflects the final change.
           If AsiaSat does not agree with and accept the Contractor's response,
           the Contractor  shall proceed with the  performance of the Contract,
           without change.

     20.4  The Parties  agree that there may be  circumstances  that require an
           expedited  agreement  related to a change  requested by AsiaSat.  In
           these cases,  the Contractor shall  expeditiously  and in good faith
           propose,  and the  Parties  shall  expeditiously  and in good  faith
           negotiate and agree upon the cost and schedule  impact,  if any, and
           the claim  format  referred to in Clause 20.1 shall not be required.
           If the Parties do not agree,  the Contractor  shall proceed with the
           performance of the Contract,  without change.  The Contractor  shall
           not  propose  more time to execute  the  requested  change  than the
           Contractor's reasonable estimate of the time required to execute the
           requested  change and any  additional  time to perform  related  and
           impacted   Work  (i.e.,   the   Contractor   shall  not  attempt  to
           unreasonably  improve its schedule through the process  described in
           this Clause 20.4).



                                      42
<PAGE>

21.  CORRECTIVE MEASURES IN UNLAUNCHED SATELLITES

     21.1  Without  limiting  the  obligations  of the  Contractor  under other
           provisions of this Contract, if any data or information available to
           the Contractor from public or Contractor  proprietary  sources shows
           that there is a material  deficiency in the design or manufacture of
           any satellite or item relevant to Satellite  performance (whether or
           not such satellites or items are  manufactured by Contractor or used
           in Contractor's satellites) which, in the opinion of the Contractor,
           could adversely  affect the Satellite  performance such that it does
           not meet the Spacecraft  specification  in Exhibit B, the Contractor
           shall promptly notify AsiaSat of any such material deficiency coming
           to the  Contractor's  attention.  Promptly  upon written  request of
           AsiaSat,  the Contractor shall take appropriate  corrective measures
           to the Work,  at the  Contractor's  own  expense  to  satisfactorily
           eliminate   from  the   unlaunched   Satellite   any  such  material
           deficiencies.

     21.2  If there is a mutually  agreed-to change in the natural  environment
           to which the unlaunched  Satellite will be subjected  in-orbit,  the
           Contractor shall take corrective  measures  according to Clause 21.1
           or 20 as the parties reasonably agree.

     21.3  If the  Contractor,  in  accordance  with this Clause,  replaces any
           equipment or any part which was  determined  to be  deficient,  such
           deficient  equipment  or part shall remain or become the property of
           the Contractor.

     21.4  Nothing  in  this  Clause   requires  the   Contractor  to  disclose
           proprietary data from satellites owned by others.

     21.5  [o]



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<PAGE>

22.  PUBLIC RELEASE OF INFORMATION

     22.1  No news releases,  brochures,  advertisements,  prepared speeches or
           other  information  releases  to  the  public  concerning  the  Work
           performed or to be  performed  hereunder  by the  Contractor  or any
           Subcontractor  shall be made without the prior consent in writing of
           AsiaSat both as to the form and contents thereof. Such consent shall
           not be unreasonably withheld,  taking into consideration among other
           things,  AsiaSat's  obligations  under the Stock  Exchanges that its
           holding company is listed under.



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<PAGE>

23.  INDEMNITY AND INTERPARTY WAIVER OF LIABILITY

     23.1  Each Party shall  indemnify  and hold the other Party  and/or  their
           Affiliates/Associates  and/or their shareholders harmless,  from any
           loss,  damage,  liability or expense  caused by any act or omission,
           negligent  or otherwise  of the  indemnifying  Party that results in
           damage to property or personal injury, including death, to any third
           persons  (not  limited  to  employees  of its  Subcontractors).  The
           indemnifying Party shall defend, at its expense, any actions brought
           by   a   third   party,    against   the   other   Party   and   its
           Affiliates/Associates and shareholders or any of them, in connection
           therewith and shall  satisfy all judgments  which may be incurred by
           or rendered.  For the avoidance of doubt,  Contractor  shall have no
           indemnity  obligation  under this Clause 23.1 for any loss,  damage,
           liability or expense associated with the condition, operation or use
           of  the  Satellite  after  Launch,  even  if  such  losses,  damage,
           liability  or  expenses  are  attributable  to an act or omission of
           Contractor  or its  employees  or  Subcontractors  prior to or after
           Launch.

     23.2  (a)   Notwithstanding  the foregoing AsiaSat and Contractor agree to
                 a no-fault,  no-subrogation  inter-party  waiver of  liability
                 under which each Party agrees to be responsible for any damage
                 which it  sustains  as a result of damage to its own  property
                 and  employees,  including  death,  while  involved  in Launch
                 operations  in or around the  Designated  Launch  Site,  which
                 damage is caused by Contractor,  AsiaSat, its consultants, the
                 Launch  Services  Contractor  or any other  party  involved in
                 Launch   operations,   whether  such  damage  arises   through
                 negligence or otherwise.  It is the intent of the Parties that
                 this inter-party  waiver of liability be construed  broadly to
                 achieve the intended objectives.

           (b)   For purposes of Clause  23.2(a)  only,  both  Parties  further
                 agree that if they  subcontract  with a third party to provide
                 services which  necessitate such  subcontractor's  presence on
                 the Designated  Launch Site, then Contractor or AsiaSat as the
                 case may be acknowledge  and agree that such third party shall
                 be required to agree to a no-fault, no-subrogation inter-party
                 waiver of  liability  and  indemnity  for damages it sustains,
                 identical to the Parties'  respective  undertakings under this
                 Clause.

           (c)   In the event that either AsiaSat or Contractor fails to obtain
                 the  aforesaid  inter-party  waiver of liability and indemnity
                 from any of its  respective  subcontractors,  then  AsiaSat or
                 Contractor,  as the case may be, shall  indemnify and hold the
                 other Party,  other users of Launch services of the Satellite,
                 and their respective  contractors and subcontractors  harmless
                 from claims brought by the indemnifying Party's  subcontractor
                 that failed to execute  the  aforesaid  inter-party  waiver of
                 liability,  for  damage to such  subcontractor's  property  or

                                      45
<PAGE>

                 injury  to, or death of,  such  subcontractor's  employees  in
                 connection with Launch operations.

     23.4  Notwithstanding  the  provisions in Clause 23.1 above,  AsiaSat will
           ensure that the  Contractor is added as an additional  insured under
           the third  party  liability  launch  insurance  for  AsiaSat 5. Such
           insurance  shall  provide  coverage  in  accordance  with  generally
           accepted industry practice.



                                      46
<PAGE>

24.  EFFECTIVE DATE

     24.1  The Effective Date of Contract or EDC shall be 28 April 2006.





                                      47
<PAGE>

25.  ASSIGNMENT

     25.1  Either Party shall have the right to assign their rights or transfer
           their  obligations  (the  "Transferor")  under this  Contract to any
           person or entity (a "Transferee"), without the prior written consent
           of the other Party,  provided that the Transferor  can, prior to the
           assignment, or, as the context requires, transfer, demonstrate that:
           (i) the proposed Transferee  possesses the financial (in the case of
           AsiaSat) or technological (in the case of the Contractor) capability
           to fulfill the transferring  Party's  obligations under the Contract
           (provided  that,  with  respect  to  financial  capability,  no such
           demonstration shall be necessary if the transferring Party agrees to
           remain  liable  for the  financial  obligations  imposed  on AsiaSat
           hereunder in  accordance  with the Payment  Schedule in Appendix A),
           and (ii) any such assignment or transfer shall not jeopardize either
           Party's  rights  pursuant  to Clauses  18, 19, and 33  hereunder  or
           violate  laws  related  to export  or  technology  transfer.  If the
           assigning Party cannot so demonstrate,  the Parties agree to attempt
           to negotiate in good faith suitable modifications and new provisions
           to this Contract  which would  mitigate the above risks and/or bring
           this Contract into conformance with applicable laws.

     25.2  This  Contract  shall be binding  upon the Parties  hereto and their
           successors and permitted assigns.

     25.3  The  parties   acknowledge  that  due  to  U.S.   Government  export
           regulations,  the Exhibits are not  assignable  without the relevant
           licenses granted by the U.S.  Government.  The Contractor,  however,
           agrees to use  reasonable  best  endeavours  to obtain such relevant
           licenses if  requested  to do so by AsiaSat,  such that the Exhibits
           could be assigned to AsiaSat's proposed assignee(s).

     25.4  The Contractor  acknowledges  that AsiaSat may be required to assign
           this  Contract to the Banks  pursuant to certain loan  arrangements.
           Subject to compliance with Clause 6, the Contractor  hereby consents
           to such an assignment (the "Security  Assignment") by AsiaSat to the
           Banks and will do all things reasonably  necessary to facilitate the
           Security Assignment,  including using its reasonable best endeavours
           to obtain relevant licenses from the U.S. Government.

     25.5  Notwithstanding  Clause  25.1,  the  Contractor  acknowledges  that,
           subject to Clause 6, the Banks may, at any time and  pursuant to the
           valid exercising of their rights under the loan arrangements and the
           Security   Assignment,   assign  their  rights  or  transfer   their
           obligations  under this Contract to any person or entity without the
           prior   written   consent   of   the   Contractor    provided   such
           assignee/transferee  is  creditworthy.   The  Contractor  shall,  if
           requested  by  the  Banks,  execute  any  reasonable  and  necessary
           documents to give effect to such assignment or transfer, and use its
           reasonable best endeavours to obtain the relevant  licenses from the

                                      48
<PAGE>

           U.S. Government which will enable the Bank's proposed assignee(s) to
           own and operate the Spacecraft.


                                      49
<PAGE>

26.  KEY PERSONNEL

     26.1  It is agreed that the  following  employees  of the  Contractor  are
           important for the successful performance of this Contract :

           Contractor Program Manager           [o]
           System Lead                          [o]
           Payload Lead                         [o]

           and shall not be  reassigned  from this  Contract and in the case of
           the Contractor  Program  Manager,  shall not be assigned  additional
           program management duties (or other duties or functions sufficiently
           demanding  that the Program  Manager's  ability to provide  adequate
           supervision   and  management  to  the  AsiaSat   program  would  be
           materially  impacted)  without the prior written consent of AsiaSat,
           which consent shall not be unreasonably withheld.

     26.2  In the event  one or more of the  above-named  persons  is no longer
           available  for the  performance  of this  Contract,  the  Contractor
           agrees to  select,  with the  written  approval  of  AsiaSat  (which
           approval shall not be unreasonably  withheld),  suitable replacement
           personnel   who   possess   a   comparable   level  of   experience,
           qualifications and ability.



                                      50
<PAGE>

27.  INTELLECTUAL PROPERTY INDEMNIFICATION

     27.1  Contractor  agrees to  indemnify  and defend at its own  expense any
           request for royalty payments or any claims,  actions, or proceedings
           or any claims for equitable relief or damages against  AsiaSat,  its
           Affiliates,   Subcontractors,   and  all  its  directors,  officers,
           employees,   shareholders,   agents  and  consultants  based  on  an
           allegation  that the  manufacture  of any  Contract  Item under this
           Contract or the use,  lease,  or sale thereof  actually and directly
           infringes any third party patent, trade mark, or copyright, or trade
           secret,  and to pay any  royalties  and other  costs  related to the
           settlement of such request and to pay the costs and damages, finally
           awarded as the result of any third  party suit based on such  claim,
           provided  that  Contractor  is given prompt  written  notice of such
           request or claims by AsiaSat and given authority and such assistance
           and  information  as is  available  to AsiaSat  for  resisting  such
           request or for the defense of such  claim.  Any such  assistance  or
           information  which is furnished by AsiaSat at the written request of
           Contractor is to be at Contractor's expense.

     27.2  In the  event  that,  as a  result  of any  such  suit:  a) prior to
           delivery,  the  manufacture  of any  item is  enjoined,  or b) after
           delivery,  the use, lease,  or sale thereof is enjoined,  Contractor
           agrees to  utilize  its  reasonable  best  efforts  to  either:  (1)
           negotiate a license or other  agreement  with the  plaintiff so that
           such item is no longer infringing, or (2) modify such items suitably
           or  substitute  a  suitable  item  therefor,  such  modification  or
           substitute being acceptable to AsiaSat (such acceptance shall not be
           unreasonably   withheld  by   AsiaSat)   and  not  subject  to  such
           injunction,  and as to  which  modified  or  substituted  items  the
           provisions  of this Clause 27 shall be  extended.  In the event that
           Contractor notifies AsiaSat in writing that neither of the foregoing
           alternatives  can suitably be  accomplished  by Contractor,  AsiaSat
           shall have the right to:

           (a)   as to the  Satellite  prior to Launch,  AsiaSat may  terminate
                 this  Contract  and  exercise  its rights  under  Clause 16.2;
                 and/or

           (b)   as to any other  Deliverable  Item,  AsiaSat shall return such
                 Deliverable  Item  to  the  Contractor,  and  as to  any  such
                 Deliverable  Item that : (i) is  essential  to the control and
                 monitoring  of the  Satellite,  the  Contractor  shall without
                 additional cost to AsiaSat,  replace the Deliverable Item with
                 a  suitable  alternative;  or  (ii)  is not  essential  to the
                 control and monitoring of the Satellite, AsiaSat may terminate
                 this Contract as to such Deliverable Item and receive a refund
                 of amounts paid hereunder for such terminated Deliverable Item
                 plus any excess  reprocurement  cost for such Deliverable Item
                 up to a  maximum  of 10%  more  of  the  cost  charged  by the
                 Contractor for such Deliverable Item.

     27.3  Notwithstanding the foregoing, Contractor shall have no liability or
           responsibility  for  any  infringement   resulting  from  Contractor
           following the directions of or  specifications  provided by AsiaSat,

                                      51
<PAGE>

           its Affiliates or Subcontractors, or from a modification or addition
           by other than  Contractor,  its  Subcontractors  or consultants to a
           Contract Item after delivery.



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<PAGE>

28.  WARRANTY

     28.1  The  Contractor  will  provide  at no  additional  cost  to  AsiaSat
           lifetime  support  for the  Operational  Lifetime  of the  Satellite
           consisting  of  investigation  of  any  anomaly   occurring  in  the
           Satellite during the in-orbit life of such Satellite and known to it
           or as notified in writing by AsiaSat and shall  undertake  Satellite
           anomaly  resolution support services in accordance with Section 13.4
           of  Exhibit  A,  Statement  of  Work.  If for any  reason  any  such
           Satellite  anomaly cannot be or is not corrected  (after  reasonable
           efforts  to effect a  correction)  as set  forth in the  immediately
           preceding  sentence and as a result thereof,  such Satellite suffers
           any loss,  including loss of  Transponders  or becomes a total loss,
           AsiaSat's sole and exclusive  remedies with respect to such loss and
           any  consequences  therefrom  shall be those set forth in Clause 37,
           subject  to the  limitation  of  liability  stated in Clause 36. The
           Contractor  will also provide  improvements  and upgrades to the SCE
           requested by AsiaSat in accordance with Clause 20.

     28.2  Contractor  warrants that the Satellite  shall be free from material
           defects in materials or workmanship ("the Warranty").  This Warranty
           shall  apply  to the  Satellite  beginning  upon the  Available  for
           Shipment  date and shall run for a period  of three  (3)  years,  or
           until Launch, whichever is earlier.

           Notwithstanding  the  foregoing,  the Parties  intend to address any
           defects of the  Spacecraft  that arise or are detected  after Launch
           under the  provisions  of this  Contract  dealing  with  Launch Risk
           Insurance, and Performance Incentive Payments.

     28.3  Contractor  warrants  for a period of one (1) year  commencing  upon
           final acceptance  pursuant to Clause 11.8 (which one (1) year period
           shall  be  extended  on a day for day  basis  for  each day of delay
           incurred by Contractor  under Clause 8.1), that the DSS and Baseband
           Equipment delivered under this Contract,  will be free from material
           defects in material and workmanship.

     28.4  AsiaSat  shall  have the  right at any time  during  the  respective
           warranty  periods under this Clause 28, to require that any Work not
           conforming to the Exhibits to this Contract  delivered  hereunder be
           promptly corrected, repaired or replaced (at Contractor's option and
           expense).  If  Contractor  fails to correct,  repair or replace such
           defective  Work  or  equipment  within  a  reasonable  period  after
           notification  from AsiaSat,  AsiaSat may then require  Contractor to
           repay such portion of the Contract  Price as is equitable  under the
           circumstances in lieu thereof.

     28.5  Deliverable  Services.  Contractor  warrants  that  the  Deliverable
           Services  it  provides to AsiaSat  pursuant  to this  Contract  will
           conform  to  reasonable  industry  standards  of  practice  for  the
           commercial  satellite  communications  industry  for work similar in
           type,  scope,  and  complexity  to the Work at the time such Work is

                                      53
<PAGE>

           provided.  In  the  event  Contractor  breaches  this  warranty,  as
           AsiaSat's sole and exclusive  remedy,  Contractor  shall  re-perform
           such  Deliverable  Services  where it is practicable to do so (e.g.,
           Contractor  cannot correct  deficiencies  in, or re-perform,  Launch
           Support Services from and after Launch).

     28.6  Deliverable   Data.  All  Deliverable  Data  shall  conform  to  the
           requirements of this Contract.  In the event the Contractor breaches
           this warranty,  as AsiaSat's sole and exclusive  remedy,  Contractor
           shall correct the  deficiencies in the Deliverable Data and resubmit
           such Deliverable Data to AsiaSat.



                                      54
<PAGE>

29.  NOTICES AND REPORTS

     29.1  All  notices,  requests and reports to be provided to AsiaSat or the
           Contractor under this Contract shall be in writing and shall be sent
           to AsiaSat or the  Contractor  at the  following  addresses (or such
           address  as either  Party may  notify to the other from time to time
           hereunder):

           AsiaSat :        Asia Satellite Telecommunications Company Limited
                            17/F, The Lee Gardens
                            33 Hysan Avenue
                            Causeway Bay, Hong Kong
                            Telephone      :  (852) 2500 0868
                            Facsimile No.  :  (852) 2576 4573
                            Attn           :  General Manager Finance
                            Email          :  [o]

           Contractor :     Space Systems/Loral, Inc.
                            3825 Fabian Way
                            Palo Alto, CA 94303-4604, USA
                            Telephone     :  (650) 852-6217
                            Facsimile No. :  (650) 852-5377
                            Attn          :  [o]
                            Email         :  [o]

     29.2  Any notice, request or report shall be deemed to have been served if
           delivered by hand, when delivered,  if sent by registered post, upon
           seven (7) days after it has been put in to the post,  and if sent by
           facsimile,   at  the  time  of   dispatch   with   confirmation   of
           transmission, and if by email, twenty (24) hours after dispatch.



                                      55
<PAGE>

30.  STORAGE

     30.1  [o]. The Contractor  shall specify the  conditions for storage,  and
           such  storage  may  be  at  the  Contractor's  facilities.  If  this
           notification is provided less than 90 days before the then-scheduled
           commencement of the Pre-Shipment Review, it shall be deemed a change
           pursuant to Clause 20, except that  Contractor may promptly  proceed
           with actions required to store the Satellite and thereafter submit a
           proposal for additional costs of performance due to the change. Such
           proposal  shall not include  costs to store the  Satellite  or other
           costs that would have been  incurred  had notice to store been given
           to   Contractor  90  or  more  days  before   commencement   of  the
           Pre-Shipment Review.

     30.2  Within  forty-five  (45) days of written  notification  from AsiaSat
           that it  desires  to place the  Satellite  in  storage  for a period
           longer than that  described in Clause  30.1,  the  Contractor  shall
           submit a priced  proposal to AsiaSat  outlining a plan for  storage.
           The proposal shall include a description of the transportation,  the
           storage  arrangements   including  periodic  Satellite  testing  and
           maintenance  of  batteries,  insurance  and other  storage terms and
           conditions.  If the Satellite is required to be stored because of an
           excusable delay event, the price for storage shall be shared equally
           between the Contractor and AsiaSat.

           Upon  agreement  between  AsiaSat  and  the  Contractor  as  to  the
           Contractor's  proposal,  the Contract  shall be amended  pursuant to
           Clause 20.

     30.3  [o]

     30.4  [o].  Neither Party shall have any further  obligations to the other
           Party  under  this  Contract,  provided  that  AsiaSat  has  met its
           obligations under this Contract, and AsiaSat shall have title to the
           Satellite  subject to U.S.  Government  approvals  and provided that
           there is no  disclosure  or  transfer  of  Contractor's  Proprietary
           Information, data or technology to any Competitor.  AsiaSat shall be
           responsible  for and shall pay all  sales  tax  associated  with the
           transfer of title to the  Satellite.  The  Contractor  shall have no
           liability  in the  event an export  license  is not  issued  for the
           benefit of AsiaSat due to the delay or storage  requested by AsiaSat
           or otherwise for reasons that are not the fault of the Contractor.


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<PAGE>

31.  APPLICABLE LAW

     31.1  This Contract  shall be  interpreted,  construed and governed by the
           laws of England;  it is  understood  that the UN  Convention  on the
           International Sale of Goods shall not be applicable.  However,  both
           Parties  agree that in  carrying  out their  obligations  under this
           Contract,   all  actions,   including  those  of  their   respective
           employees,  shall  be in  compliance  with all  applicable  laws and
           regulations,  and they shall not engage in any  transaction  that is
           illegal under the laws of the Hong Kong SAR or under the laws of the
           United States,  or any other country,  state or jurisdiction,  where
           the  Contract  performance  shall  take  place,  including,  but not
           limited to,  making  unlawful  payments to  officials,  employees or
           representatives of any government or government agency.



                                      57
<PAGE>

32.  ASIASAT FURNISHED INFORMATION, PROPERTY AND RESPONSIBILITIES

     32.1  The Contractor agrees, with respect to all Information and Property,
           including  but  not  limited  to  equipment,   models  and  devices,
           furnished by AsiaSat under this Contract:

           a)    that  title to such  Information  and  Property  shall  remain
                 exclusively in AsiaSat;

           b)    to assume all risk of loss or damage, reasonable wear and tear
                 excepted,   to  such  Property   while  in  the   Contractor's
                 possession or control;

           c)    to ensure that such  Information  and Property are used solely
                 in the performance of the Contract;

           d)    to be responsible for payment of all taxes which become due by
                 reason of the Contractor's or any Subcontractor's  possession,
                 control or use of such Information and Property, and to comply
                 with all requirements of any applicable laws, including making
                 payment of any  interest  or  penalties  related to or arising
                 from such taxes;

           e)    to ensure that no lien, encumbrance,  pledge or other interest
                 whatsoever  attaches  to such  Information  and  Property as a
                 result  of the  Contractor's  or any  Subcontractor's  acts or
                 omissions; and

           f)    except as otherwise provided in this Contract,  to return such
                 Information and Property (subject to reasonable wear and tear)
                 to AsiaSat at AsiaSat's  request,  upon completion of all Work
                 or termination of this Contract.

     32.2  In order for the Contractor to perform the Work, AsiaSat shall:

           a)    provide  access to its sites to the extent  necessary to allow
                 Contractor to perform the Work;

           b)    obtain any Hong Kong licenses and permits necessary to test or
                 radiate  the  Satellite   system.   Contractor   will  provide
                 necessary information and reasonable support to assist AsiaSat
                 in obtaining such licenses and permits;

           c)    designate  the orbital  location  for which the  Satellite  is
                 ultimately intended (this orbital location has been designated
                 by AsiaSat as  100.5(0)E  for  AsiaSat 5 as  indicated  in the
                 Statement of Work, Exhibit A);

                                      58
<PAGE>

           d)    supply the Launch Vehicle,  from the list of candidate  Launch
                 Vehicles  contained  in section 2.2 of the AsiaSat 5 Satellite
                 Performance  Specifications  and  related  services  under the
                 Launch  Contract  including,  but not limited to,  Launch site
                 operations  planning and  processing,  Designated  Launch Site
                 transportation  of  the  Launch  Vehicle,  together  with  all
                 support equipment pre-Launch and countdown procedures,  flight
                 planning and  operations  support and post flight  operations,
                 interface hardware and documentation necessary for integration
                 and test of the Satellite and Launch Vehicle and in accordance
                 with   requirements   stated   in   Exhibit   B,   Performance
                 Specifications,  section 2.2. As promptly as practicable,  and
                 in any  event no later  than  three  (3)  months  prior to the
                 Available  for  Shipment  date,  as set forth in  Clause  4.2,
                 AsiaSat will designate in writing to the Contractor the Launch
                 Date and will notify the  Contractor  promptly in the event of
                 any changes in the Launch Date;

           e)    provide the Contractor  and its Affiliates and  Subcontractors
                 Beneficial  Access  to the  Designated  Launch  Site  and  all
                 buildings and facilities thereon (including without limitation
                 testing and storage facilities),  utilities (including without
                 limitation   power,   phone  and  data  lines)  and   services
                 (including without limitation transportation at the Designated
                 Launch  Site)  necessary  to permit  the  Contractor  to:  (i)
                 deliver the Satellite at the Designated Launch Site as soon as
                 required to support the Launch Date;  (ii) conduct testing and
                 provide all Launch  Support  Services to be  performed  by the
                 Contractor  hereunder;  and (iii) conduct all other operations
                 at the Designated Launch Site necessary for fulfillment of the
                 Contractor's obligations under this Contract;

           f)    provide Beneficial Access to the Contractor and its Affiliates
                 and  Subcontractors at each Satellite  Control Facility,  on a
                 timely basis, as necessary to permit the Contractor to perform
                 its obligations under this Contract; and

           g)    as required by the  Contractor's  Government,  provide written
                 notification  to the  Contractor as early as practicable as to
                 the identity/nationality of their employees and Associates and
                 any subsequent changes, if any.

           Other AsiaSat  responsibilities  are more fully described in Exhibit
           A, Statement of Work

     32.3  If AsiaSat fails to provide  Beneficial  Access to the Contractor as
           described in Clause  32.2(f),  AsiaSat shall be responsible  for the
           reasonable and substantiated  associated  expenses of the Contractor

                                      59
<PAGE>

           resulting  from any delay or failure to provide  Beneficial  Access.
           Completion Schedule dates for the Contract Items set forth in Clause
           4.2 shall be extended pursuant to Clause 15.



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<PAGE>

33.  CONFIDENTIALITY

     33.1  The  Parties  may  transfer  or  exchange  Proprietary   Information
           (including  this  Contract)  during the  performance of the Work, in
           oral or written form,  which may include  specifications,  drawings,
           sketches,   models,  samples,  computer  programs,   reports,  data,
           techniques,   designs,   codes,   documentation,    and   financial,
           statistical  or  other  technical   information   essential  to  the
           objectives of this Contract.  All  disclosures  of such  information
           will be treated as  proprietary  if in a tangible form and marked as
           "Proprietary"  or  "Confidential",  or the like, by the Party making
           the  disclosure   (hereinafter   "Proprietary   Information").   Any
           information which is disclosed in other than tangible form, shall be
           protected hereunder as Proprietary Information,  provided that it is
           identified  as  proprietary  at the  time  of  disclosure  and  then
           summarized in tangible form, marked, as provided above, by the Party
           making the summary and provided to the receiving Party within thirty
           (30) days of original disclosure.

           The Contractor  shall not assert that (a) the general  properties of
           the  Spacecraft   and/or  (b)  all   communication  and  performance
           parameters constitute Proprietary Information.

     33.2  Except as either  Party may  otherwise  consent  in  writing,  or as
           otherwise provided herein, each Party shall not disclose at any time
           to  any  third  party,  any  Proprietary  Information  which  may be
           disclosed  to it or any  of  its  officers,  agents,  employees,  or
           Subcontractors in connection with this Contract.

     33.3  Each Party may disclose such  Proprietary  Information  of the other
           Party to persons  employed or engaged by that Party,  whether  under
           subcontract or otherwise,  and may use such Proprietary  Information
           solely for  purposes  relating  to this  Contract.  Whenever a Party
           makes copies of such Proprietary Information for performance of Work
           covered by this Contract,  the Party shall reproduce the proprietary
           legend on each such copy. Any disclosure of Proprietary  Information
           subsequent  to the initial  disclosure  shall be made under the same
           conditions  that apply to the initial  disclosure  and shall  extend
           only so far as may be necessary  for the purposes of this  Contract.
           Any such  disclosure to a person other than an employee of the Party
           or a  person  having a  professional  duty of  confidentiality  with
           respect to such Party (e.g.,  attorneys,  accountants) shall be made
           pursuant  to a written  confidential  disclosure  agreement  or with
           prior written approval of the originating Party.

     33.4  The  obligations and  restrictions  imposed by this Clause shall not
           apply to the following:

           a)    Proprietary  Information  that  is  or  at  any  time  becomes
                 available to the public from a source other than the receiving
                 Party, and without breach of this Contract;

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           b)    Proprietary  Information  that is  authorized  for  release in
                 writing by the disclosing Party;

           c)    Proprietary  Information  that  is  lawfully  obtained  by the
                 receiving   Party  from  a  third  party  who   obtained   the
                 Proprietary  Information  lawfully and without  restriction on
                 further disclosure;

           d)    Proprietary  Information  that is known by the receiving Party
                 prior to such disclosure as  demonstrated by written  records;
                 or

           e)    Proprietary Information that is, at any time, developed by the
                 receiving Party completely  independently of any disclosure or
                 disclosures  from  the  disclosing  Party as  demonstrated  by
                 written records.

     33.5  Neither Party shall be liable for the unauthorized disclosure or use
           of  such  Proprietary  Information  marked  as  proprietary  if such
           disclosure or use occurs  despite such Party  exercising  reasonable
           best efforts to preserve and safeguard such Proprietary Information.

     33.6  (a)   Neither  Party  shall  be  liable  for the  disclosure  of any
                 Proprietary  Information  of the other  Party  pursuant to any
                 legally enforceable requirement of any governmental authority,
                 provided  that  the  Party  making  such  disclosure  has  (i)
                 notified  in  advance  the  Party   owning  such   Proprietary
                 Information  (the "affected  Party");  (ii) at the request and
                 expense of the affected  Party,  contested such  disclosure to
                 the full extent  permitted  by the  relevant  laws;  and (iii)
                 sought confidential treatment for any Proprietary  Information
                 required to be disclosed.

           (b)   In the  case  of  AsiaSat,  disclosure  of  this  Contract  is
                 permitted to the extent  necessary as may be required by or to
                 enable AsiaSat to make  disclosure to its  shareholders or any
                 regulatory,  administrative  or governmental body or office or
                 other organisation, including but without limitation, the Hong
                 Kong  Securities and Futures  Commission,  the Hong Kong Stock
                 Exchange  and  the  United  States   Securities  and  Exchange
                 Commission  subject to compliance with all applicable laws and
                 regulations,  the Contractor  being allowed to make reasonable
                 and necessary redactions.

     33.7  No license,  under any patents or copyrights  or other  intellectual
           property rights,  is granted or implied by merely disclosing data or
           information under this Contract.

     33.8  The  obligation of this Clause 33 shall be effective for a period of
           five (5) years from the date of delivery of the last Contract  Item,
           notwithstanding   any  prior   termination  or  expiration  of  this

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           Contract.  The Contractor  shall provide a written notice to AsiaSat
           not later than 14 days of the  delivery of the last  Contract  Item.
           Such notice shall identify the start of the five (5) year obligation
           period described in this Clause 33.8.

     33.9  The  Parties   acknowledge   that  the  disclosing  Party  would  be
           irreparably  harmed if any Competitor  were to acquire access to the
           disclosing Party's intellectual property,  Proprietary  Information,
           or  other  technology   (including   hardware   resulting  from  the
           technology),  data  or  inventions,  (collectively  referred  to  as
           "Intellectual  Property")  regardless of whether such Competitor has
           an  ownership  or  affiliate   interest  in  the  receiving   Party.
           Accordingly,  the receiving Party agrees that no Competitor shall be
           given access to any of the disclosing Party's Intellectual Property,
           and that should such Competitor gain control of the receiving Party,
           or otherwise be an assignee or  transferee  of the  receiving  Party
           with  regard  to the  Contract,  the  disclosing  Party may take all
           reasonable steps to safeguard and protect its Intellectual Property,
           and the receiving  Party shall  cooperate to the extent  practicable
           with any and all such measures.



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34.  GENERAL

     34.1  Unless stated otherwise  herein,  all rights and remedies  hereunder
           shall be  cumulative  and may be exercised  singly or  concurrently.
           Failure by either  Party to enforce  any of its rights  shall not be
           deemed a waiver of future  enforcement  of such  rights or any other
           rights.  If any provision of this Contract is found to be invalid or
           unenforceable,  it shall  not  affect  any other  provision  of this
           Contract  and  the  invalid  or  unenforceable  provision  shall  be
           replaced with a provision consistent with the original intent of the
           Parties.

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

     34.3  AsiaSat  shall have the option,  to be  exercised  in writing at any
           time after EDC and up to ninety (90) days after Launch,  to order an
           additional satellite (the "Option Satellite",  substantially similar
           to the Satellite to be Available for Shipment twenty-two (22) months
           from the date of option  exercise (but in no event earlier that four
           (4) months after the  Satellite  Available for Shipment  Date).  The
           base  price  ("Base  Price")  for  this  Option   Satellite  is  [o]
           (including a performance  incentive amount of [o]% of the price paid
           for the Option Satellite) as of EDC subject to adjustment to date of
           exercise (the "Adjusted  Option  Satellite  Price)  according to the
           following:

           (a)   [o]

     34.4  AsiaSat  shall have the  option,  to be  exercised  in writing on or
           before EDC plus sixty (60) days to have  Contractor  incorporate two
           (2) additional Ku-band traveling wave tube assemblies  (TWTA's) into
           the Satellite.  The price for this option is [o] and the mass of the
           Satellite will increase by 6.6 kg. Upon exercise of this option, the
           Parties shall amend this Contract accordingly.

     34.5  AsiaSat  shall have the  option,  to be  exercised  in writing on or
           before  ninety  (90)  days  prior  to the  Satellite  Available  for
           Shipment  date  set  forth in  Clause  4.2,  to  reduce  the  Option
           Satellite  schedule by up to ninety (90) days. Any payment  required
           for this  schedule  reduction  option shall be credited  against the
           Adjusted  Option  Satellite Price at the time of the exercise of the
           Option Satellite.

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           In the event that AsiaSat  exercises the schedule  reduction option,
           the Parties shall  discuss in good faith the reduction  schedule for
           the Option  Satellite,  including payment terms. If the Parties fail
           to reach agreement on the Option Satellite reduction schedule within
           thirty (30) days of the option exercise date by AsiaSat,  the option
           shall lapse.

           In the event that the schedule  reduction  option is  exercised  but
           AsiaSat  does not exercise the Option  Satellite,  Contractor  shall
           provide a refund of a mutually agreed amount paid by AsiaSat for the
           schedule  reduction option.  The Parties agree that Contractor shall
           use reasonable best efforts to re-use or re-sell the work associated
           with the  exercised  schedule  reduction  option and shall refund to
           AsiaSat any  additional  amounts (in excess of the  mutually  agreed
           refund  amount  derived in accordance  with the preceding  sentence)
           obtained  from  the  re-use  or  re-sale  of  such  work,  less  the
           reasonable amount for re-use or re-sale.  In the event of any refund
           pursuant to the  operation of this Clause  34.5,  AsiaSat may verify
           such  refund  by an  audit,  at its  expense,  using an  independent
           auditor, which shall be subject to the Contractor's approval,  which
           shall not be unreasonably  withheld  (however,  Contractor  detailed
           labour  rate  information  shall be redacted  from any audit  report
           provided  to  AsiaSat,   subject  to  the  auditor's  approval,   if
           necessary).  Thereafter,  Contractor  shall  have no  obligation  to
           AsiaSat with regard to any option exercised  pursuant to this Clause
           34.5.  Upon  exercise of this option,  the Parties  shall amend this
           Contract accordingly.



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35.  LANGUAGE

     35.1  The  official  language of this  Contract is English and all notices
           and information  required hereunder shall be provided in the English
           language.



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36.  LIMITATION OF LIABILITY

     36.1  The Contractor  makes no warranty,  express or implied to any person
           or entity other than AsiaSat or its  permitted  assignee  concerning
           the Satellite or any other Deliverable Item.

     36.2  (a) The warranties of Contractor expressly provided in Clauses 10.3,
           28.1 through 28.6, the  obligations  and  liabilities of the Parties
           and the remedies  against the Parties which are expressly set out in
           this Contract are exclusive.

           (b) Except as provided in Clause 36.2(a), all other representations,
           warranties,  conditions and assurances,  express or implied, written
           or oral,  including without limitation any warranty by Contractor of
           design,    operation,    condition,    quality,    suitability    or
           merchantability  or  fitness  for use or for a  particular  purpose,
           absence of latent or other  defects,  whether  or not  discoverable,
           with regard to the Satellite or other  Deliverable  Item, are hereby
           expressly   excluded   (save  for  any  liability   for   fraudulent
           misrepresentation). Contractor makes no warranty with respect to the
           condition, use or performance of any Launch Vehicle.

     36.3  [o]

     36.4  The  provisions of this Clause 36 shall survive the  termination  or
           expiration of this Contract for whatever reason or cause.

     36.5  Nothing  herein  shall  limit  either  Party's   ability  to  obtain
           equitable relief to enforce its rights under this Contract.



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37.  PERFORMANCE INCENTIVE PAYMENTS

     37.1  Over  the  Satellite  Operational  Lifetime,   Contractor  shall  be
           entitled  to  earn  the  Performance   Incentive  Payments  for  the
           Satellite  in  accordance  with  this  Clause  37.  As used  herein,
           "Performance  Incentive  Payments"  means a maximum  amount equal to
           [o],  which shall be paid in advance by AsiaSat in  accordance  with
           Appendix A, Payment  Schedule and Billing  Milestones  for AsiaSat 5
           (the "Advance Payment"),  subject to the following adjustment in the
           event that at the start of the Satellite Operational  Lifetime,  the
           Satellite  is  reasonably  determined  by  Contractor  to  have  any
           permanently Failed  Transponders (as defined below) which failure is
           not   attributable   in  whole  or  part  to  AsiaSat  or  AsiaSat's
           representatives,  consultants  or  subcontractors  as set  forth  in
           Clause 37.2.(g):

           [o]

           Any  Performance   Incentive   Payments  paid  in  advance  and  not
           subsequently  earned by Contractor pursuant to the operation of this
           Clause 37, shall be returned to AsiaSat (an "Incentive  Payback") in
           accordance  with Clause 37.3.  All  measurements,  computations  and
           analyses made pursuant to this Clause 37 shall be made in accordance
           with  good  engineering   practice  applying   standards   generally
           applicable in the satellite industry.

     37.2  (a)   For each Transponder on the Satellite (not counting  redundant
                 Transponders), Contractor shall earn a daily rate equal to [o]
                 ("Daily  Rate")  for each day that such  Transponder  is not a
                 Failed Transponder (as defined below).

           (b)   On-board  redundancy  and/or spare  components  shall be taken
                 into consideration to maintain service on the Satellite or any
                 Transponder  thereon,  and such use  shall  be  deemed  normal
                 operating procedure for purposes of this Clause 37.

           (c)   If, during the Satellite Operational  Lifetime,  AsiaSat takes
                 the Satellite out of service  (other than due to the inability
                 to operate for unexcused  causes  attributable to Contractor),
                 Contractor  shall earn the Performance  Incentive  Payments at
                 the  same  Daily  Rate as  Contractor  would be  earning  such
                 Payments if the Satellite were in service.

           (d)   Contractor  shall earn the Daily Rate for each  Transponder on
                 the  Satellite  for  each  day  such   Transponder   does  not
                 experience   a   Transponder   Failure  (as  defined   below).
                 Contractor  shall  forfeit the Daily Rate for any day that any
                 Transponder on the Satellite experiences a Transponder Failure
                 (as defined below) during the Satellite  Operational  Lifetime
                 that   is   not   attributable   to   AsiaSat   or   AsiaSat's
                 representatives, consultants or subcontractors as set forth in
                 Clause  37.2(g)  (each  such  Transponder  on each such day, a

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                 "Failed   Transponder").   In  the  event   that  any   Failed
                 Transponder   resumes   operation  in   accordance   with  the
                 applicable  criteria  of  Exhibit  B,  AsiaSat  5  Performance
                 Specifications,  Contractor  shall resume earning  Performance
                 Incentive  Payments  at the Daily  Rate for such  Transponder,
                 beginning the day following the last day that such Transponder
                 is  a  Failed   Transponder,   and  for  each  day  that  such
                 Transponder is not a Failed Transponder.  For purposes of this
                 Clause,  a  "Transponder  Failure"  means,  at any time  after
                 Launch,  the  failure  (including   permanently   intermittent
                 failures) of a Transponder to meet the applicable requirements
                 of Exhibit B, AsiaSat 5 Performance  Specifications  in excess
                 of 3  minutes  in any day  during  the  Satellite  Operational
                 Lifetime.  All available  redundant and/or spare components on
                 the Satellite  applicable to the  Transponder  must be used or
                 cease to be available before a Transponder is considered to be
                 a Transponder Failure.

           (e)   In the event that the  Satellite  becomes a Total Loss  during
                 the  Satellite   Operational  Lifetime  (a  "Total  Loss"  for
                 purposes  of this Clause  37.2(e)  shall occur at the point in
                 time that  Contractor has lost, in the  cumulative,  more than
                 U.S$[o] of the  Performance  Incentive  Payments  pursuant  to
                 operation  of  Clause  37.2,   and  such  Total  Loss  is  not
                 attributable   in  whole  or  part  to  AsiaSat  or  AsiaSat's
                 representatives, consultants or subcontractors as set forth in
                 Clause 37.2.(g)), Contractor shall not be entitled to earn any
                 further  Performance  Incentive  Payments with respect to such
                 Satellite  and shall have no  further  claim  against  AsiaSat
                 regarding such Performance  Incentive Payments.  Within thirty
                 (30) days of the Satellite  becoming a Total Loss,  Contractor
                 shall refund all  remaining  unearned  portions of the Advance
                 Payment in accordance with Clause 37.3.  Contractor  shall not
                 lose  (or have  any  obligation  to  refund)  any  Performance
                 Incentive  Payments  earned  prior to time that the  Satellite
                 becomes a Total Loss as provided above.

           (f)   If,   after  Launch  and  prior  to  the  start  of  Satellite
                 Operational Lifetime,  the Satellite is determined to have any
                 permanently Failed  Transponders (as reasonably  determined by
                 Contractor),  due to causes not  attributable  to  Contractor,
                 Contractor  shall be deemed  to have  earned  immediately  the
                 corresponding  amount of its  Performance  Incentive  Payments
                 that would  otherwise  be lost  pursuant to this Clause 37; if
                 more  than  75%  of  the  Transponders  are  determined  to be
                 Permanently Failed  Transponders (as reasonably  determined by
                 Contractor),  Contractor  shall be deemed to have  immediately
                 earned all Performance Incentive Payments.

           (g)   If, as a result of any act or  omission on the part of AsiaSat
                 or AsiaSat's  representatives,  consultants or  subcontractors
                 (including  the Launch  Services  Contractor)  in the  Launch,

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                 operation  of,   testing  of,  or   communication   with,  the
                 Satellite,   such  Satellite  operates  in  a  manner  that  a
                 Transponder   Failure(s)   occurs,   Contractor   shall   earn
                 Performance  Incentive Payments with respect to such Satellite
                 at the  Daily  Rate  that  would  apply  prior  to the  act or
                 omission resulting in the Transponder  Failure(s)  (subject to
                 later adjustments pursuant to Clauses 37.2(d), or 37.2(e), not
                 resulting from any such act or omission on the part of AsiaSat
                 or AsiaSat's  representatives,  consultants or  subcontractors
                 (including the Launch Services Contractor)).

           (h)   During the Satellite  Operational Life,  Contractor shall have
                 access  to the data  records  of the  Satellite  upon  written
                 request to AsiaSat.

     37.3  During the  Satellite  Operational  Lifetime,  AsiaSat  may  invoice
           Contractor  for any amounts of Performance  Incentive  Payments lost
           pursuant to Clause 37.2 and not previously  paid or lost.  Incentive
           Paybacks due AsiaSat  pursuant to Clause 37.2 shall be paid no later
           than the thirtieth  (30th) day following  receipt of an invoice from
           AsiaSat.  Contractor  shall pay  interest on the  Incentive  Payback
           amount  for the  period  commencing  from  the  date of the  Advance
           Payment  and  ending on the date of  repayment  payment at an annual
           interest rate equal to [o] percent ([o]%),  compounded monthly.  The
           right of AsiaSat to any Incentive Payback shall terminate if AsiaSat
           conceals or  misrepresents,  in writing or  otherwise,  any material
           fact or circumstance  concerning the operation or use of a Satellite
           or  Transponder  thereon  which,  if not  concealed  or if correctly
           represented, would not entitle AsiaSat to any such right.

     37.4  [o]

     37.5  In no event will the amount of Performance  Incentive  Payments lost
           in  accordance  with this  Clause 37 for all causes  exceed [o] plus
           interest  calculated  in  accordance  Article  37.3.  Further,  once
           Performance Incentive Payments are earned by the Contractor pursuant
           to this Clause 37, they will not be subject to refund for any cause.


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38.  LAUNCH VEHICLE DELAYS

     38.1  In the event of a  postponement  or delay of the Launch  Date due to
           the fault of the  Contractor  or its  Subcontractors  or  Affiliates
           under this Contract, the Contractor shall be responsible for its own
           expenses as a result of such postponement or delay.

     38.2  In the event of a postponement  or delay of the Launch Date prior to
           the shipment date of the Satellite, where such postponement or delay
           is not due to the fault of the Contractor or its  Subcontractors  or
           Affiliates under this Contract: [o].

     38.3  In the  event of a  postponement  or delay of the  Launch  after the
           Satellite has been shipped to the Designated  Launch Site where such
           postponement  or delay is not due to the fault of the  Contractor or
           its Subcontractors or Affiliates under this Contract: [o].


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39.  SECURITY INTEREST

     39.1  As collateral security for the performance and payment by Contractor
           of the  Secured  Obligations,  whether  now  existing  or  hereafter
           arising,  Contractor  hereby  pledges  and  grants  to  AsiaSat,  as
           hereinafter  provided, a security interest (the "Security Interest")
           in all of  Contractor's  right,  title and interest in, to and under
           the following  property,  whether now owned or hereafter acquired by
           Contractor  and  whether  now  existing  or  hereafter  coming  into
           existence (collectively, the "Collateral"): [o]

     39.2  In  furtherance  of the grant of the Security  Interest  pursuant to
           Clause 39.1, Contractor shall:

           (a)   Give, execute,  deliver,  file, record,  obtain, and authorize
                 all financing  statements and any other notices,  instruments,
                 agreements and documents, and Contractor shall take such other
                 action as  reasonably  requested  by  AsiaSat  to (i)  create,
                 perfect,  validate and preserve the Security  Interest and the
                 priority  thereof or (ii) to enable  AsiaSat to  exercise  and
                 enforce its rights  hereunder  with respect to such pledge and
                 Security  Interest;  and

           (b)   to the extent  consistent  with and  required by  Contractor's
                 bookkeeping   and  accounting   practices,   indicate  in  its
                 corporate  records the Security  Interest  that AsiaSat has in
                 the Collateral to the extent provided in this Clause 39.

     39.3  Contractor  represents  and  warrants  that  the  Security  Interest
           granted  to  AsiaSat  constitutes  a legal,  valid  and  enforceable
           security  interest  therein  and upon the filing of UCC-1  financing
           statements  in the office of the Secretary of State of Delaware will
           be a  perfected  security  interest  in  those  items  that  can  be
           perfected  by filing  under  the UCC  subject  to no other  liens or
           security interests.

     39.4  Contractor  shall not  lend,  rent,  lease,  transfer  or  otherwise
           dispose of any  portion  of the  Collateral  or any right,  title or
           interest  therein  except to AsiaSat  pursuant to the  Contract  and
           Contractor   shall  keep  the  Collateral  free  from  any  security
           interest, lien, encumbrance or claim.

     39.5  [o]

     39.6  AsiaSat  shall have and be entitled  to exercise  all the rights and
           remedies with respect to the Collateral of a secured party under the
           UCC (whether or not the UCC is in effect in the  jurisdiction  where
           AsiaSat asserts the rights and remedies), such additional rights and
           remedies as provided in this Contract,  and such  additional  rights
           and remedies to which a secured party is entitled  under the laws in
           effect in any  jurisdiction  where AsiaSat may assert its rights and
           remedies. [o]. Notwithstanding any provision of this Contract to the

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           contrary, AsiaSat shall not be permitted to exercise any remedy as a
           secured party in respect of the Security  Interest granted hereunder
           unless AsiaSat has terminated the Contract in whole pursuant to, and
           within the time limits  provided in, Clause 16A and  Contractor  has
           failed to  perform  its  obligations  pursuant  to such  article  (a
           "Termination Default").

     39.7  [o]

     39.8  Except as otherwise herein expressly provided and except as provided
           below in this Clause 39.8, the Proceeds of any  collection,  sale or
           other  realization  of all or any  part of the  Collateral  pursuant
           hereto,  and any  other  cash at the time held by  AsiaSat  shall be
           applied in the  following  order:  (i) first,  to the payment of the
           costs and expenses of such  collection,  sale or other  realization;
           (ii) second, to the payment in full of the amounts due to AsiaSat as
           set forth in Clause 16.2(b),  if AsiaSat has elected such remedy, or
           to the  payment of damages in respect of any breach of  Contractor's
           obligation under Clause 16.2(a), if AsiaSat has elected such remedy;
           (iii) third,  to the payment of all other Secured  Obligations;  and
           (iv) fourth,  to the payment to the  Contractor,  or its  respective
           successors or assigns,  or as a court of competent  jurisdiction may
           direct, of any surplus then remaining.  Notwithstanding  anything to
           the  contrary  in  this  Contract,   the  Proceeds  from  the  sale,
           disposition or other realization of the Collateral may be applied to
           the payment of Secured  Obligations only to the extent expressly set
           forth in this Clause 39.8.

     39.9  Without  limiting any rights or powers  granted by this Clause 39 to
           AsiaSat while no Termination Default has occurred and is continuing,
           upon the  occurrence and during the  continuance of any  Termination
           Default,  AsiaSat is hereby  appointed the  attorney-in-fact  of the
           Contractor  for the purpose of carrying out the  provisions  of this
           Security   Interest  and  taking  any  action  and   executing   any
           instruments   that  AsiaSat  may  deem  necessary  or  advisable  to
           accomplish    the   purposes    hereof,    which    appointment   as
           attorney-in-fact is irrevocable and coupled with an interest.

     39.10 Contractor  agrees that,  from time to time upon the written request
           of  AsiaSat,  Contractor  will  execute  and  deliver  such  further
           documents  and  do  such  other  acts  and  things  as  AsiaSat  may
           reasonably  request in order  fully to effect the  purposes  of this
           Clause 39.

     39.11 For  purposes of this  Clause 39, the  following  definitions  shall
           apply:

           (a)   "COLLATERAL" has the meaning set forth in Clause 39.1.

           (b)   "COMPONENT" means every unit, system,  subsystem, and piece of
                 equipment  or  hardware  or  software  to be  employed  on the
                 Satellite.

           (c)   "PROCEEDS"  shall have, for purposes of Clause 39, the meaning
                 ascribed to such term by the UCC.

           (d)   "SECURED OBLIGATIONS" means [o].

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           (e)   "UCC"  means the Uniform  Commercial  Code as in effect in the
                 State of California, as it may be amended from time to time.

           (f)   "WORK" means [o].

           (g)   "WORK-IN-PROGRESS" means [o].

     39.12 The Security  Interest  shall  terminate  upon a termination of this
           Contract  pursuant  to  Clause 13 or Clause  16(A) and  AsiaSat  has
           received  all  amounts  or  Contract  Items  that  are  due  to  it.
           Contractor  is authorized on behalf of AsiaSat to file any documents
           (including  UCC  termination  statements) to effect a termination of
           the Security  Interest and any document filed or recorded to perfect
           such  Security  Interest.  AsiaSat shall execute and deliver and, if
           appropriate, file with the applicable filing offices, such documents
           and  instruments  as may be  necessary  or  desirable to effect such
           termination.


                                      74
<PAGE>

40.  ENTIRE AGREEMENT

     40.1  This Contract : (i) consists of this document,  and the Exhibits and
           Appendices  hereto;  (ii)  constitutes  the entire  agreement of the
           Parties  with  respect  to the  subject  matter  hereof;  and  (iii)
           supersedes  all prior  correspondence,  representations,  proposals,
           negotiations, understandings, and agreements of the Parties, oral or
           written,  with respect to the subject matter hereof. No addition to,
           deletion of, or deviation from the provisions of this Contract shall
           be  binding  on either  Party  unless in  writing  and signed by the
           Parties hereto.

           Each Party acknowledges that it has read,  understands and agrees to
           be bound by the provisions of this Contract.



                                      75
<PAGE>


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



SPACE SYSTEMS/LORAL, INC.                      ASIA SATELLITE
                                               TELECOMMUNICATIONS COMPANY
                                               LIMITED



By:  /s/ Patrick DeWitt                        By: /s/ Peter Jackson
     -------------------                           ----------------------------

Name:    Patrick DeWitt                        Name:    Peter Jackson
         ---------------                                -----------------------

Title:   President                             Title:   Chief Executive Officer
         ---------------                                -----------------------




                                      76
<PAGE>

                                   APPENDIX A

             PAYMENT SCHEDULE AND BILLING MILESTONES FOR ASIASAT 5
                             (Dollars in Thousands)

                                      [o]




                                      77
<PAGE>

                                   APPENDIX B

                             TERMINATION COST TABLE
                             (Dollars in Thousands)

                                      [o]




                                      78
<PAGE>

                                   APPENDIX C

        PAYMENT SCHEDULE AND BILLING MILESTONES FOR THE OPTION SATELLITE
                             (Dollars in Thousands)

                                      [o]




                                      79
<PAGE>

                                   APPENDIX D

                TERMINATION COST TABLE FOR THE OPTION SATELLITE
                             (Dollars in Thousands)

                                      [o]




                                      80
<PAGE>

                                                                       AsiaSat5




                                   EXHIBIT A


                                   ASIASAT 5


                               STATEMENT OF WORK



                                      [o]




<PAGE>

                                                                       AsiaSat5




                                   EXHIBIT B


                                   ASIASAT 5

                           PERFORMANCE SPECIFICATION




                                      [o]




<PAGE>

                                                                       AsiaSat5




                                   EXHIBIT C



                                   ASIASAT 5


                                   TEST PLAN



                                      [o]




<PAGE>

                                                                       AsiaSat5



         EXHIBIT D
         PRODUCT ASSURANCE PLAN ADDENDUM


                                      [o]