EXHIBIT 4.20
                                                                   ------------




                                    CONTRACT

                                      FOR

                                  LAND LAUNCH
                                LAUNCH SERVICES

                                    BETWEEN


                         SEA LAUNCH LIMITED PARTNERSHIP
                       Acting through its General Partner
                           SEA LAUNCH COMPANY, L.L.C.

                                      AND

               ASIA SATELLITE TELECOMMUNICATIONS COMPANY LIMITED








                                CONTRACT NUMBER
                                SLC-AST-C-06019


                  SEA LAUNCH/ASIA SATELLITE TELECOMMUNICATIONS
                          COMPANY LIMITED PROPRIETARY
<PAGE>

                               TABLE OF CONTENTS


ARTICLE 1 -- DEFINITIONS.....................................................4
ARTICLE 2 -- CONTRACTUAL DOCUMENTS...........................................7
ARTICLE 3 -- SERVICES TO BE PROVIDED BY CONTRACTOR...........................7
ARTICLE 4 -- CONTRACT PRICE..................................................8
ARTICLE 5 -- PAYMENTS........................................................8
ARTICLE 6 -- LAUNCH SCHEDULE.................................................9
ARTICLE 7 -- LAUNCH POSTPONEMENTS............................................11
ARTICLE 8 -- EXCUSABLE DELAYS................................................12
ARTICLE 9 -- OBLIGATIONS BEFORE AND AFTER LAUNCH.............................12
ARTICLE 10 -- COMMUNICATION and COORDINATION BETWEEN CONTRACTOR and
              CUSTOMER.......................................................13
ARTICLE 11 -- PERMITS AND APPROVALS..........................................14
ARTICLE 12 -- TITLE TO PROPERTY..............................................14
ARTICLE 13 -- REPLACEMENT LAUNCH.............................................15
ARTICLE 14 -- TERMINATION....................................................16
ARTICLE 15 -- RISK ALLOCATION................................................18
ARTICLE 16 -- PROPRIETARY DATA...............................................21
ARTICLE 17 -- RIGHTS TO INVENTIONS AND DATA..................................22
ARTICLE 18 -- CHANGES........................................................23
ARTICLE 19 -- ASSIGNMENT.....................................................23
ARTICLE 20 -- PUBLIC RELEASE OF INFORMATION..................................24
ARTICLE 21 -- DISPUTE SETTLEMENT.............................................24
ARTICLE 22 -- APPLICABLE LAW.................................................24
ARTICLE 23 -- SEVERABILITY...................................................24
ARTICLE 24 -- WAIVERS........................................................24
ARTICLE 25 -- HEADINGS AND NUMBERS...........................................25
ARTICLE 26 -- ENTIRE AGREEMENT...............................................25




                                      -2-
                  SEA LAUNCH/ASIA SATELLITE TELECOMMUNICATIONS
                          COMPANY LIMITED PROPRIETARY

<PAGE>

                          CONTRACT FOR LAUNCH SERVICES




                 This  Contract  is made and  entered  into by and  between Sea
Launch Limited Partnership, an exempted limited partnership organized under the
laws of the Cayman  Islands  acting  through  its General  Partner,  Sea Launch
Company,  L.L.C., a United States limited liability company organized under the
laws of the State of Delaware  ("CONTRACTOR") and having offices in Long Beach,
California; and Asia Satellite Telecommunications Company Limited ("CUSTOMER"),
and having  offices at 17/F,  The Lee Gardens,  33 Hysan Avenue,  Causeway Bay,
Hong Kong.


                                      -3-
                  SEA LAUNCH/ASIA SATELLITE TELECOMMUNICATIONS
                          COMPANY LIMITED PROPRIETARY
<PAGE>

ARTICLE 1 -- DEFINITIONS

The terms used in the Contract shall have the following definitions:


1.1      BAIKONUR   SPACE  CENTER  means  the  payload   processing   area  and
         surrounding  facilities  for the loading and  unloading  of the Launch
         Vehicle and Spacecraft,  payload processing  facilities and launch pad
         at Baikonur, Kazakhstan.

1.2      BUSINESS  DAY means  any day other  than the  following:  a  Saturday,
         Sunday, and any other day on which national banks are authorized to be
         closed in New York City, New York or in Hong Kong.

1.3      CONTRACT  means this  Contract  as  defined in Article 2,  Contractual
         Documents.

1.4      CONSTRUCTIVE  TOTAL  FAILURE  means a  Constructive  Total Loss of the
         Spacecraft due to performance of the Launch Vehicle.

1.5      CONSTRUCTIVE  TOTAL  LOSS  shall  mean the  Spacecraft  has lost  more
         than[o],  provided,  however,  that the  meaning  assigned to the term
         "Constructive  Total Loss" in CUSTOMER's policy of Launch and In-Orbit
         Insurance,  if  any,  in  place  at the  time  of  Launch  shall  take
         precedence  over this  definition.  CUSTOMER shall promptly  provide a
         copy of such  definition  to  CONTRACTOR  after the  issuance  of such
         policy of Launch and In-Orbit Insurance, if any.

1.6      DAY or DAY means a calendar day unless otherwise indicated.

1.7      EFFECTIVE  DATE OF CONTRACT OR "EDC" means the date of last  signature
         of this  Contract by an  authorized  representative  of  CONTRACTOR or
         CUSTOMER.

1.8      EXCUSABLE  DELAY  shall  have the  meaning  as  defined  in Article 8,
         Excusable Delays.

1.9      INTENTIONAL  IGNITION means, with respect to the Spacecraft,  the time
         in the ignition  process for the purpose of Launch that coincides with
         the [o], for ignition of the Launch Vehicle main engine.

1.10     INTERFACE CONTROL DOCUMENT OR "ICD" means the document that defines in
         detail the interfaces  between  CUSTOMER  provided  Spacecraft  system
         (including support equipment) and the Launch Vehicle system (including
         facilities and support equipment) for the specific mission.

1.11     LAUNCH means the Intentional Ignition of the first stage engine of the
         Launch  Vehicle[o].  A Launch is deemed  not to have  occurred  in the
         event of a Terminated Ignition.

1.12     LAUNCH ACTIVITIES means the activities  carried out by either Party or
         the Related Third Parties of either Party in connection  with a Launch
         and  shall  include  all  Launch  and  pre-launch   ground  activities
         beginning  with the arrival of the Spacecraft at Baikonur Space Center
         and ending with  departure of all  property and  personnel of CUSTOMER
         and its Related Third Parties from Baikonur Space Center.

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                  SEA LAUNCH/ASIA SATELLITE TELECOMMUNICATIONS
                          COMPANY LIMITED PROPRIETARY

<PAGE>

1.13     LAUNCH AND IN-ORBIT  INSURANCE  means  insurance  covering the risk of
         Launch and the risks of in-orbit failures including Constructive Total
         Loss and Total Loss of the Spacecraft.

1.14     LAUNCH DAY means the calendar  day within the Launch Slot  established
         for the Launch pursuant to the Contract.

1.15     LAUNCH  OPPORTUNITY  means the  availability of a position in the Land
         Launch  manifest for the Launch of the  Spacecraft,  and is based upon
         these criteria: [o].

1.16     LAUNCH PERIOD means a period of time of not less than ninety (90) days
         within the Launch  Semester  or as  established  in Article 6,  Launch
         Schedule, during which the Launch will occur.

1.17     LAUNCH  READY  SPACECRAFT  means  (i)  all  Spacecraft  manufacturing,
         testing and verification are complete with all  manufacturing and test
         anomaly  corrective  actions closed;  (ii) The Spacecraft will have no
         open  recalls  on its  components  or  subsystems;  (iii) All  payload
         interfaces, environments and loads are compatible with the Zenit 3 SLB
         launch vehicle as established during the mission integration  process;
         (iv) CUSTOMER has approved  delivery of the Launch Ready Spacecraft to
         the Baikonur Space Center for launch.

1.18     LAUNCH SCHEDULE means the then current Launch Semester,  Launch Period
         or the then current Launch Slot or Launch Day, if established.

1.19     LAUNCH  SEMESTER  means a period  of time not  less  than one  hundred
         eighty (180) days as established in Article 6, Launch Schedule, during
         which the Launch will occur.

1.20     LAUNCH  SERVICES means the services  provided by CONTRACTOR as defined
         in Article 3, Services to be provided by CONTRACTOR.

1.21     LAUNCH  SITE  means the Zenit  launch  complex at the  Baikonur  Space
         Center in Baikonur, Kazakhstan.

1.22     LAUNCH  SLOT means a thirty  (30) day period of time within the Launch
         Period during which the Launch will occur.

1.23     LAUNCH  VEHICLE  means the  expendable  launch  vehicle  Zenit 3SLB to
         perform the Launch of the Spacecraft.

1.24     LAUNCH VEHICLE PERFORMANCE means:

         1.24.1   The environmental conditions experienced by the Spacecraft as
                  measured and recorded by CONTRACTOR via telemetry. CONTRACTOR
                  uses  the  measurements  to  ascertain  compliance  with  the
                  environments  agreed to by the Parties in the "Land Launch to
                  Spacecraft Interface Control Document (ICD)".

                                      -5-
                  SEA LAUNCH/ASIA SATELLITE TELECOMMUNICATIONS
                          COMPANY LIMITED PROPRIETARY

<PAGE>

         1.24.2   If applicable,  the functional  interface  between the Launch
                  Vehicle  and the  Spacecraft  as  measured  and  recorded  by
                  CONTRACTOR via telemetry.  CONTRACTOR uses such  measurements
                  to  ascertain   compliance  with  the  functional   interface
                  requirements  agreed to by the Parties in the "Land Launch to
                  Spacecraft Interface Control Document (ICD)".

         1.24.3   The  Spacecraft  injection  orbit  parameters as measured and
                  recorded by CONTRACTOR  via  telemetry.  CONTRACTOR  uses the
                  measurements to ascertain compliance with the injection orbit
                  parameters as agreed to by the Parties in the "Land Launch to
                  Spacecraft Interface Control Document (ICD)".

1.25     LAUNCH  WINDOW  means a specific  daily time period or periods  within
         each of one or more potential  Launch Days during which the Launch can
         occur to meet mission requirements.

1.26     LEGAL  BANK  HOLIDAY  means  any  day  on  which  national  banks  are
         authorized  to be closed in New York  City,  New York,  USA or in Hong
         Kong.

1.27     OPTION  LAUNCH means the ability of CUSTOMER to order from  CONTRACTOR
         an additional  Launch Service to be performed under the same terms and
         provisions  as  the  Launch  Services  under  this  Contract,   unless
         otherwise provided under this Contract.

1.28     PARTY OR PARTIES means CONTRACTOR or CUSTOMER or both depending on the
         context.

1.29     POSTLAUNCH SERVICES means the reports and range services as defined in
         the  Statement  of Work  that  are to be  provided  by  CONTRACTOR  to
         CUSTOMER after Launch.

1.30     RESERVED

1.31     RESERVED

1.32     RELATED THIRD PARTIES means any of the following parties,  but in each
         case  only if such  party is  involved  in  Launch  Activities  at the
         Baikonur Space Center:

         (i)      Employees,  directors,  officers or agents of  CONTRACTOR  or
                  CUSTOMER,  including  their  affiliates,  parents  or partner
                  entities;

         (ii)     Customers of CUSTOMER and the employees of those customers;

         (iii)    Contractors  and  subcontractors  at any tier of  CONTRACTOR,
                  including Space  International  Services ("SIS"), or CUSTOMER
                  and the employees of those  contractors  and  subcontractors;
                  and

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                  SEA LAUNCH/ASIA SATELLITE TELECOMMUNICATIONS
                          COMPANY LIMITED PROPRIETARY

<PAGE>
         (iv)     Any party with a  financial  interest in  CONTRACTOR,  SIS or
                  CUSTOMER, the Launch Vehicle, or the Spacecraft.

1.33     REPLACEMENT LAUNCH shall have the meaning as defined in Article 13.1.

1.34     SPACECRAFT  means the hardware  delivered by CUSTOMER to, and accepted
         by,  CONTRACTOR at the Baikonur  Space Center  (including any hardware
         supplied in  connection  with the Option Launch (if  applicable)),  in
         support of a wholly  commercial  mission (no  military use or purpose)
         for  Launch  by  CONTRACTOR  pursuant  to the  Contract  and  which is
         compatible with the Launch Vehicle.

1.35     TERMINATED  IGNITION means  following  Intentional  Ignition the first
         stage engines of the Launch Vehicle have been shut down for any reason
         before  the  [o]  and  the  pad is  officially  declared  safe  by the
         responsible authorities.

1.36     TERMINATION LIABILITY shall have the meaning as defined in Article 14,
         Termination.

1.37     THIRD  PARTY  means any  individual  or legal  entity  other  than the
         Parties or Related Third Parties.

1.38     TOTAL FAILURE means a Total Loss of the  Spacecraft due to performance
         of the Launch Vehicle.

1.39     TOTAL LOSS shall  mean the  complete  loss,  complete  destruction  or
         complete  failure  of the  Spacecraft  that is mated  with the  Launch
         Vehicle,  provided,  however,  that the  meaning  assigned to the term
         "Total Loss" in CUSTOMER's policy of Launch and In-Orbit Insurance, if
         any, in place at the time of Launch  shall take  precedence  over this
         definition.  CUSTOMER shall promptly provide a copy of such definition
         to CONTRACTOR after the issuance of such policy of Launch and In-Orbit
         Insurance, if any.


ARTICLE 2 -- CONTRACTUAL DOCUMENTS

2.1      This Contract shall consist of the following documents:

         2.1.1    General Provisions, Articles 1 through 26
         2.1.2    Statement of Work

2.2      In the  event of  conflict  between  the  General  Provisions  and the
         Statement of Work the General  Provisions  shall have  precedence over
         the Statement of Work.


ARTICLE 3 -- SERVICES TO BE PROVIDED BY CONTRACTOR

3.1      CONTRACTOR  shall  provide  Launch  Services  for  the  Launch  of the
         CUSTOMER Spacecraft delivered by CUSTOMER to the Baikonur Space Center
         in  accordance  with the  Statement of Work for the  specific  Launch.
         Except for Postlaunch  Services as specified  herein,  Launch Services
         provided  under the  Contract  shall be deemed to have been  completed
         upon Launch.

                                      -7-
                  SEA LAUNCH/ASIA SATELLITE TELECOMMUNICATIONS
                          COMPANY LIMITED PROPRIETARY

<PAGE>

3.2      RESERVED



ARTICLE 4 -- CONTRACT PRICE

4.1      The Contract price is as follows: $[O]

4.2      RESERVED

4.3      The Launch  Services  price set forth above include all taxes,  duties
         and other  levies  imposed  on any  CONTRACTOR  furnished  service  or
         materials by the U.S. or  Commonwealth  of Independent  States ("CIS")
         Governments  (e.g.,   Russia,   Ukraine  and  Kazakhstan)  and/or  any
         political  subdivisions  thereof;  but exclude any taxes,  duties,  or
         other levies that may be imposed on any CUSTOMER-furnished Spacecraft,
         support   equipment,   or  material  used  in  the  transportation  of
         CUSTOMER-furnished Spacecraft or support equipment. Any taxes, duties,
         or other levies imposed on any CUSTOMER-furnished  Spacecraft, support
         equipment,    or   material    used   in   the    transportation    of
         CUSTOMER-furnished  Spacecraft  or support  equipment  that become the
         obligation  of  CONTRACTOR  to pay,  will be reimbursed by CUSTOMER to
         CONTRACTOR  within  thirty  (30) days of the  receipt of  CONTRACTOR's
         request for payment.


ARTICLE 5 -- PAYMENTS

5.1      CUSTOMER shall pay the Contract Price in U.S. dollars as in accordance
         with the following terms:

         5.1.1    CUSTOMER shall make an initial payment of [o] of the Contract
                  Price  for the  Launch as set forth in  Article  4,  Contract
                  Price,  which shall be due and payable  within three (3) days
                  of EDC.

         5.1.2    CUSTOMER  shall  make  the  balance  of the  payments  of the
                  Contract  Price for each Launch in [o]  additional  payments,
                  beginning  [o] prior to the first day of the Launch  Semester
                  as  specified  in  Article  6,  and in  accordance  with  the
                  following payment schedule:

                  [o]

         NOTE:  For payment  purposes  under this Article 5 and for purposes of
         Paragraph  14.1.1,  "L" is  defined  as the  first  Day of the  Launch
         Schedule.

5.2      CONTRACTOR  shall  submit  invoices  to  CUSTOMER  thirty (30) days in
         advance  of the  scheduled  due date for all  payments  other than the
         initial payment,  for which CONTRACTOR shall submit an invoice on EDC.
         If the due date falls on a Saturday,  Sunday,  or Legal Bank  Holiday,
         payment is due on the following Business Day.

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                  SEA LAUNCH/ASIA SATELLITE TELECOMMUNICATIONS
                          COMPANY LIMITED PROPRIETARY

<PAGE>

5.3      Payment shall be made by electronic  bank transfer,  free of charge to
         CONTRACTOR, in the amount specified in the invoice and pursuant to the
         instructions contained in the invoice.

         Payment  shall be deemed to have been made when credit for the due and
         payable  amount has been  established in the payee's  designated  bank
         account.

5.4      In the event  payment has not been  received by  CONTRACTOR by the due
         date, or has been received in part only, CUSTOMER shall pay CONTRACTOR
         interest on any unpaid  amount based on the  interest  rate charged by
         Citibank of New York City to its preferred customer's (the prime rate)
         plus  [o]%.  [o],  all  payments  then due and  owing,  including  any
         interest thereon, must be made to CONTRACTOR.

5.5      In the event of  postponement  requested  by  CONTRACTOR  pursuant  to
         Paragraph  7.2  of  Article  7,  Launch  Postponement,  including  any
         postponement  due  to  an  excusable  delay,  the  payments  shall  be
         suspended for the duration of the postponement  and/or excusable delay
         and then resumed with the payment schedule for all remaining  payments
         shifted  forward by the period of the  postponement  and/or  excusable
         delay. In the event of postponement  requested by CUSTOMER pursuant to
         Paragraph  7.1 of  Article  7,  Launch  Postponements,  including  any
         postponement  due to an excusable  delay,  the payments  must continue
         according to the original payment schedule.


ARTICLE 6 -- LAUNCH SCHEDULE

6.1      The Launch of the  Spacecraft  shall take place  during the  following
         Launch Semester(s):

                  LAUNCH               LAUNCH SEMESTER
                  ------               ---------------

                  AsiaSat 5            1 July 2008 through 31 December 2008


6.2      CONTRACTOR  shall submit a proposed Launch Period to CUSTOMER at least
         [o] months prior to the first day of the Launch Semester identified in
         6.1 above.  CUSTOMER  shall respond to such proposal  within  fourteen
         (14) days of the  proposal.  The Launch  Slot shall be  determined  by
         mutual agreement of the Parties at least [o] months prior to the first
         day of the established  Launch  Semester based on the  availability of
         Launch Opportunities.

6.3      CONTRACTOR  shall  submit a proposed  Launch Slot to CUSTOMER at least
         [o] months prior to the first day of the  established  Launch  Period.
         CUSTOMER shall respond to such proposal  within  fourteen (14) days of
         the proposal.  The Launch Slot shall be determined by mutual agreement
         of the  Parties  at least  [o]  months  prior to the  first day of the
         established   Launch  Period  based  on  the  availability  of  Launch
         Opportunities.

                                      -9-
                  SEA LAUNCH/ASIA SATELLITE TELECOMMUNICATIONS
                          COMPANY LIMITED PROPRIETARY

<PAGE>

6.4      CONTRACTOR  shall  submit a proposed  Launch Day to  CUSTOMER at least
         months  prior to the  first day of the  Launch  Slot.  CUSTOMER  shall
         respond to such  proposal  within  fourteen (14) days of the proposal.
         The Launch Day shall be determined by mutual  agreement of the Parties
         at least [o] months prior to the first day of the Launch Slot based on
         the availability of Launch Opportunities.  Upon commitment to a Launch
         Day,  CUSTOMER  agrees to deliver the  Spacecraft  to the Cosodrome in
         Baikonur no earlier  than X-days  prior to the Launch Day and no later
         than Y-days prior to the Launch Day.  [Note: X & Y days are determined
         by Spacecraft type AS WELL AS BY OPERATIONS AT THE LAUNCH SITE. [o]]

6.5      The Launch  Window  shall be  determined  by mutual  agreement  of the
         Parties  no  later  than  [o]  prior to the  Launch  Day  based on the
         availability of Launch Opportunities.

6.6      The   following   launch   manifest   guidelines   shall   govern  the
         establishment  of  Launch  Schedule   priorities  between  CONTRACTOR,
         CUSTOMER,  and third party  customers  of  CONTRACTOR,  excluding  any
         commitments or obligations by CONTRACTOR prior to EDC:

         6.6.1    In the event of a  postponement  by [o], for any reason,  the
                  launching  order  remains  in  effect  as of the  date of [o]
                  postponement, excluding the following:

                  i)  [o], shall not be postponed.

                  ii) [o] due to (a) [o]  shall  be  initially  scheduled  on a
                      priority basis. After the initial  scheduling  procedure,
                      shall  maintain its position in the  launching  order and
                      shall be  treated as a standard  Launch  Service  for any
                      subsequent postponement by [o].

         6.6.2    In the event of a  scheduling  conflict  between  two or more
                  customers  arising  during  the  process of  establishing  an
                  initial Launch Schedule due to overlapping  Launch Schedules,
                  [o] shall have precedence.

         6.6.3    In the event of a  scheduling  conflict  arising  during  the
                  process of  establishing a revised  Launch  Schedule due to a
                  postponement  in  the  [o]  , or  postponement  to  the  date
                  specified,  or due to a postponement  [o],  the[o] shall have
                  precedence.

         6.6.4    When establishing a Launch Period,  Launch Slot or Launch Day
                  (pursuant to Articles 6.2, 6.3, and 6.4 above, respectively),
                  in the  event  that  mutual  agreement  cannot  be  achieved,
                  CONTRACTOR shall determine the Launch Period,  Launch Slot or
                  Launch Day in  accordance  with its manifest  guidelines  and
                  operational commitments.

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                  SEA LAUNCH/ASIA SATELLITE TELECOMMUNICATIONS
                          COMPANY LIMITED PROPRIETARY

<PAGE>

6.6      CUSTOMER shall notify CONTRACTOR thirty (30) days prior to delivery of
         the  Spacecraft  to the Baikonur  Space Center.  If CUSTOMER  fails to
         deliver the Spacecraft within the period specified in paragraph 6.4 of
         this Article and in accordance with the notification  required in this
         paragraph,  CONTRACTOR may, depending on manifest  constraints,  treat
         the late  delivery of the  Spacecraft  or the  inability to export the
         Spacecraft  within the same timeframe as a postponement by CUSTOMER in
         accordance with Article 7, Launch Postponements.


ARTICLE 7 -- LAUNCH POSTPONEMENTS

7.1      CUSTOMER may request a change to the Launch Schedule for any reason by
         providing written notice of any desired change.

         7.1.1    CUSTOMER  must  request a change to the  Launch  Schedule  in
                  writing as soon as CUSTOMER  knows that  CUSTOMER will not be
                  able to maintain the current Launch Schedule.  At the time of
                  the request for a change,  CUSTOMER will propose a new Launch
                  Schedule  that  CUSTOMER  is  actually   ready  and  able  to
                  maintain.  Upon  submittal of the request for a change to the
                  Launch Schedule,  CUSTOMER  relinquishes the postponed Launch
                  Schedule on the CONTRACTOR manifest.  Within thirty (30) days
                  of the receipt of the written  request for a Launch  Schedule
                  change,  CONTRACTOR will either inform CUSTOMER that a Launch
                  Opportunity  is  available  as  requested  or will propose an
                  alternative  Launch  Schedule  as  close as  possible  to the
                  Launch  Schedule  requested  by CUSTOMER.  If an  alternative
                  Launch  Schedule  is proposed by  CONTRACTOR,  CUSTOMER  will
                  within  thirty  (30) days  respond  by either  accepting  the
                  alternative  Launch  Schedule  proposed by  CONTRACTOR  or by
                  proposing   another  Launch  Schedule.   This  process  shall
                  continue  until the Parties  come to  agreement on the Launch
                  Schedule.

         7.1.2    In  the  event  that  a  single  postponement  or  cumulative
                  postponements  by  CUSTOMER  exceed [o] for the  Launch,  the
                  exclusive  right  and  remedy of  CONTRACTOR  shall be either
                  renegotiation of the Contract,  including price and terms, or
                  termination in accordance with Article 14, Termination.

7.2      CONTRACTOR  may  request a change to the Launch  Schedule in the event
         that a Launch  Opportunity  does not exist  within the current  Launch
         Schedule.

         7.2.1    CONTRACTOR  will provide written notice of any desired change
                  to the Launch  Schedule  as soon as  CONTRACTOR  knows that a
                  Launch  Opportunity  will not be available.  CONTRACTOR  will
                  propose a new Launch  Schedule at the time of the request for
                  a  change.  Within  thirty  (30) days of the  receipt  of the
                  written request for a Launch Schedule  change,  CUSTOMER will
                  either accept the  alternative  Launch  Schedule  proposed by
                  CONTRACTOR or will propose another Launch Schedule.

         7.2.2    Postponements by CONTRACTOR under this Article shall not
                  exceed a total of [o] for any Launch. In the event that a
                  single postponement or

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                  SEA LAUNCH/ASIA SATELLITE TELECOMMUNICATIONS
                          COMPANY LIMITED PROPRIETARY

<PAGE>

                  cumulative   postponements  exceed  [o]  for  a  Launch,  the
                  exclusive  right  and  remedy  of  CUSTOMER  shall be  either
                  renegotiation of the Contract,  including price and terms, or
                  termination in accordance with of Article 14, Termination.


7.3      The length of a  postponement  under this Article is measured from the
         first day of the then current Launch Schedule  existing at the time of
         the  request  for the  postponement  to the first day of the  proposed
         Launch  Schedule.  Days  during  which an  excusable  delay  exists as
         defined in Article 8,  Excusable  Delays,  and which affect the Launch
         Schedule of the postponed launch,  are not included in determining the
         length of a postponement under this Article.


ARTICLE 8 -- EXCUSABLE DELAYS

8.1      Neither  CONTRACTOR  nor CUSTOMER  shall be liable to the other in the
         event of a delay in the  performance of its obligation or commitments,
         and the date on which those  obligations  are to be fulfilled shall be
         extended for a period of time equal to that caused by the delay,  when
         the  delay is  considered  to be an  excusable  delay,  that is due to
         causes  beyond the control of  CONTRACTOR  or CUSTOMER as the case may
         be,  and  not  due  to  their  fault  or   negligence   in  reasonably
         anticipating  and avoiding  such delays.  Such  excusable  delays also
         include the  excusable  delays of  subcontractors  when the item(s) or
         service(s) provided by the subcontractor cannot be reasonably obtained
         from other sources.  Such excusable  delays shall include,  but not be
         limited  to:  acts of God;  fires;  explosions;  earthquakes;  floods;
         epidemic;   quarantine   restrictions;   any  environmental  issue(s);
         interruptions of essential services such as electricity,  natural gas,
         fuels and/or water;  adverse weather or launch safety  conditions that
         do not permit Launch,  any condition  which  jeopardizes the safety of
         the employees of CONTRACTOR or CUSTOMER or their subcontractors;  acts
         (including delay or failure to act) of any governmental  authority (de
         jure or de facto), embargoes, strikes or labor stoppages; wars; riots;
         revolutions, terrorism, and hijacking.

8.2      The  inability  of  CONTRACTOR  to perform  due to any [o] shall be an
         excusable delay event.



ARTICLE 9 -- OBLIGATIONS BEFORE AND AFTER LAUNCH

9.1      CONTRACTOR  shall  provide to CUSTOMER and CUSTOMER  shall  provide to
         CONTRACTOR the data, hardware and services identified in the Statement
         of  Work  according  to the  schedules  provided  therein.  The  data,
         hardware  and  services  will be received in a condition  suitable for
         their intended use as defined by the  requirements of the Statement of
         Work.  In the  event  that the  data,  hardware  or  services  are not
         received  according  to  their  schedule  or  requirements,   and  the
         non-availability  will  affect  the  Launch  Schedule,  the  following
         procedure shall apply:

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                  SEA LAUNCH/ASIA SATELLITE TELECOMMUNICATIONS
                          COMPANY LIMITED PROPRIETARY

<PAGE>

         9.1.1    The Party receiving or failing to receive the data,  hardware
                  or services shall promptly  notify the other Party in writing
                  including  a statement  of the  discrepancy  and  recommended
                  solutions. The Party receiving the notification shall provide
                  written  direction  to the  other  Party  on how to  proceed,
                  considering the  recommendations  of the other Party,  within
                  seven (7) days of the receipt of notice.

         9.1.2    The Party receiving or failing to receive the data,  hardware
                  or  services  shall  use  reasonable  commercial  efforts  to
                  continue its obligations under the Contract without affecting
                  the  Launch  Schedule.  If,  however,  this  is not  possible
                  despite the exercise of such efforts of the receiving  Party,
                  and the  Launch  Schedule  is  affected  as a  result  of the
                  failure  of one  Party  to  deliver  the  data,  hardware  or
                  services in accordance  with the schedule or  requirements of
                  the Statement of Work,  then a Launch  postponement  shall be
                  declared  by the  receiving  Party  and such  delay  shall be
                  considered  a  delay  under  the  appropriate  provisions  of
                  Article 7, Launch  Postponements  by the Party  providing  or
                  failing to provide the data, hardware or services.

9.2      The  Parties  recognize  that  CONTRACTOR  has no ability to alter the
         performance  or in any way  correct  any defect in the Launch  Vehicle
         after Launch. An agreement by CUSTOMER to conduct the Launch, given at
         the  final  Launch  readiness  review,  shall  constitute  a waiver by
         CUSTOMER  of any claim that the Launch  Vehicle or Launch  Services do
         not meet the requirements of the Statement of Work, or that the Launch
         Vehicle  or  Launch  Services  are not  otherwise  suitable  for their
         intended purpose.  Except for Postlaunch Services,  the sole liability
         or obligation of CONTRACTOR for performance subsequent to Launch is to
         provide  a  replacement   launch  in   accordance   with  Article  13,
         Replacement Launch.


ARTICLE 10 -- COMMUNICATION AND COORDINATION BETWEEN CONTRACTOR AND CUSTOMER

10.1     All notices and  communications  between the Parties that are required
         or permitted under the Contract, in order to be given effect, shall be
         in writing and shall be addressed as listed below.

For Financial Matters     Sea Launch Company, L.L.C.
(billing/invoices):       One World Trade Center, Suite 950
                          Long Beach, California 90831-0950
                          Attention: [o]
                                       Telephone: (562) 499-4704
                                       Fax: (562) 499-4755

                          Asia Satellite Telecommunications Company Limited
                          17/F, The Lee Gardens, 33 Hysan Avenue, Hong Kong
                          Attention : General Manager Finance
                                       Telephone: (852) 2500 0868
                                       Fax: (852) 2576 4573

                                    -13-
                  SEA LAUNCH/ASIA SATELLITE TELECOMMUNICATIONS
                          COMPANY LIMITED PROPRIETARY

<PAGE>

All Notices to            Sea Launch Company, L.L.C.
CONTRACTOR:               One World Trade Center
                          Suite 950
                          Long Beach, California 90831-0950
                          Attention: [o]
                                     Manager, Customer and Performance Contracts
                                     Phone: (562) 499-4719
                                     Fax: (562) 499-4755


Notices to CUSTOMER:      Asia Satellite Telecommunications Company Limited
                          17/F, The Lee Gardens, 33 Hysan Avenue, Hong Kong
                          Attention:  General Manager Finance
                                      Telephone: (852) 2500 0868
                                      Fax: (852) 2576 4573

10.2     CONTRACTOR  and  CUSTOMER  each shall  designate a Mission  Manager no
         later  than  one (1)  month  after  the  EDC.  The task of each of the
         Mission  Managers  shall be to supervise and coordinate the respective
         payload  integration  and mission  analysis  activities that are to be
         coordinated between the Parties. Neither Mission Manager is authorized
         to direct work contrary to the requirements of the Contract or to make
         modifications  to the  Contract.  Each Party may  replace  its Mission
         Manager provided the other Party has received  notification in writing
         of such action.

10.3     All  documentation,   notices,  reports  and  correspondence  required
         pursuant to the Contract  shall be  submitted  and  maintained  in the
         English  language.  All  communication  at the  Baikonur  Space Center
         between  the Parties and with  Related  Third  Parties and between the
         personnel of the Parties or Related Third Parties shall be in English.
         The Parties shall mutually  agree upon  standards for  transliteration
         and translation of non-English information.


ARTICLE 11 -- PERMITS AND APPROVALS

11.1     Each  Party is  responsible  for  obtaining  all  necessary  licenses,
         permits,  approvals,  and  authorizations  to perform  its  respective
         obligations under the Contract. Each Party agrees to timely assist and
         support the other Party to the extent  practicable,  in obtaining such
         licenses, permits, approvals, and authorizations.


ARTICLE 12 -- TITLE TO PROPERTY

12.1     CUSTOMER  understands  and agrees that at no time does CUSTOMER obtain
         title to or any ownership of or any other legal or equitable  right or
         interest  in or to any part of any  Launch  Vehicle,  or in any  other
         property  of  CONTRACTOR,   whether  real  or  personal,  tangible  or
         intangible, including without limitation hardware used or furnished by
         CONTRACTOR in providing  Launch  Services  under this  Contract.

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                  SEA LAUNCH/ASIA SATELLITE TELECOMMUNICATIONS
                          COMPANY LIMITED PROPRIETARY

<PAGE>

         Such property of CONTRACTOR shall be considered between the Parties to
         be the property of CONTRACTOR.

12.2     CONTRACTOR  understands  and  agrees  that at no time does  CONTRACTOR
         obtain  title to or any  ownership  of or any other legal or equitable
         right or  interest  in or to the  Spacecraft  of  CUSTOMER or any part
         thereof  including  without  limitation  hardware used or furnished in
         performing  the  obligations of CUSTOMER  hereunder.  Such property of
         CUSTOMER shall be considered between the Parties to be the property of
         CUSTOMER.


ARTICLE 13 -- REPLACEMENT LAUNCH

13.1     REPLACEMENT LAUNCH

         13.1.1   CUSTOMER may request a Replacement  Launch in accordance with
                  Article 13.1 in the event of a Total Failure or  Constructive
                  Total Failure or a Total Loss or Constructive  Total Loss. In
                  the case of a Total  Loss or  Constructive  Total  Loss,  the
                  priority  rights set forth in Article  6.6.1 as to scheduling
                  the  Replacement  Launch  are  subject  to  any  pre-existing
                  commitment(s) or obligation(s) CONTRACTOR may have to a Third
                  Party customer(s).

         13.1.2   CUSTOMER's  request  for  a  Replacement  Launch  must  be in
                  writing  and  received  by  CONTRACTOR  (i) no later than [o]
                  after  the  Launch   which   resulted  in  a  Total  Loss  or
                  Constructive  Total  Loss,  or (ii) no later  than  after the
                  determination  [o], as set forth in  Paragraph  13.1.8,  of a
                  Total  Failure or  Constructive  Total  Failure.  The request
                  shall   indicate   the  Launch   Semester   desired  for  the
                  Replacement  Launch,  and such Launch Semester shall commence
                  no later than [o] from the date of the request.

         13.1.3   CONTRACTOR  shall  inform  CUSTOMER,  after  receipt  of  the
                  request,  if a Launch  Opportunity  exists  in the  requested
                  Launch  Semester.  If a Launch  Opportunity does not exist in
                  the requested Launch Semester,  the Parties will negotiate in
                  good faith to reach a mutually acceptable Launch Semester.

         13.1.4   Any agreement reached by the Parties on a Replacement  Launch
                  shall be in writing. The Replacement Launch shall be provided
                  in accordance with the terms and conditions of the Contract.

         13.1.5   The configuration and mission  requirements of the Spacecraft
                  selected  by CUSTOMER  for the  Replacement  Launch  shall be
                  substantially   similar  to  the  Spacecraft  in  regards  to
                  spacecraft  configuration  or  scope of  integration.  In the
                  event  of   differences   between  the   Replacement   Launch
                  spacecraft and the Spacecraft  resulting in a increase in the
                  scope  of  work,  CUSTOMER  and  CONTRACTOR  shall  negotiate
                  appropriate Contract amendments to cover reasonable increased
                  costs and/or schedule adjustments, if any.

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                  SEA LAUNCH/ASIA SATELLITE TELECOMMUNICATIONS
                          COMPANY LIMITED PROPRIETARY

<PAGE>

         13.1.6   CUSTOMER   shall  pay  CONTRACTOR  the  same  price  for  the
                  replacement  Launch as paid for the  Launch  declared a Total
                  Failure,   Constructive   Total   Failure,   Total   Loss  or
                  Constructive  Total Loss,  subject to escalation at a rate of
                  [o] per year  calculated  from the  first  day of the  Launch
                  Semester  established  at the time of  Contract  award to the
                  first day of the Launch  Semester  agreed upon by the Parties
                  in accordance with Paragraph 13.1.3.

         13.1.7   CUSTOMER  shall make  payment for the  Replacement  Launch in
                  accordance with the payment  schedule set forth in Article 5,
                  Payments. CUSTOMER shall make the initial payment at the time
                  of the written agreement  establishing the Launch Semester of
                  the Replacement  Launch in accordance with Paragraph  13.1.3.
                  The initial payment shall include all past due sums.

         13.1.8   [o]

         13.1.9   The remedies set forth in this Article 13.1 shall  constitute
                  the  sole  and  exclusive  remedies  of  CUSTOMER  for  Total
                  Failure,   Constructive   Total   Failure,   Total   Loss  or
                  Constructive Total Loss.


ARTICLE 14 -- TERMINATION

14.1     The rights of CUSTOMER to terminate  this Contract or any Launch under
         the  Contract,   and  the  available  remedies,  are  limited  to  the
         following:

         14.1.1   Prior to Launch,  CUSTOMER may terminate any Launch under the
                  Contract  for  any  reason  other  than  material  breach  or
                  excessive  postponements.  CONTRACTOR  will  be  entitled  to
                  retain,  as  liquidated  damages  and not as a  penalty,  the
                  amount specified in the following table as of the date of the
                  termination of the applicable  Launch(es).  Within [o] of the
                  date of the termination,  CONTRACTOR will refund the balance,
                  if any, of all payments made for the Launch  terminated which
                  are in excess of the applicable liquidated damages amount.


                                  TERMINATION LIABILITY

                                           [o]

         14.1.2   If  CUSTOMER  elects to  terminate  the Launch for  excessive
                  postponement under Article 7, Launch  Postponements,  [o] for
                  the  Launch  terminated.   In  the  case  of  a  multi-launch
                  agreement,  only  the  Launch  excessively  postponed  may be
                  terminated  under this  Paragraph.  The right of  CUSTOMER to
                  terminate under this Paragraph is conditioned upon receipt by
                  CUSTOMER of a written  notification of a Launch  postponement
                  or  cumulative  postponements  by CONTRACTOR  exceeding  [o].
                  CUSTOMER must  terminate  within [o] of the expiration of the
                  [o] period of postponement

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                  SEA LAUNCH/ASIA SATELLITE TELECOMMUNICATIONS
                          COMPANY LIMITED PROPRIETARY

<PAGE>

                  or thereby waives its right to terminate the postponed Launch
                  under this Paragraph unless further postponed by CONTRACTOR.

         14.1.3   If CUSTOMER  brings any claim for  material  breach  prior to
                  Launch,  other than for a Launch Schedule  postponement,  the
                  exclusive  remedy of  CUSTOMER  shall be  termination  of the
                  Launch  and  refund  of an  amount  up to  the  total  of all
                  payments made for the terminated Launch.

         14.1.4   The exclusive  rights and remedies of CUSTOMER  subsequent to
                  Launch are limited to a replacement Launch in accordance with
                  Article 13, Replacement Launch.

14.2     The rights of CONTRACTOR to terminate the Contract or any Launch under
         the  Contract,   and  the  available  remedies,  are  limited  to  the
         following:

         14.2.1   CONTRACTOR may terminate the Contract or any Launch under the
                  Contract in the event that CUSTOMER  fails to comply with the
                  payment obligations  specified in Article 5, Payments.  In no
                  event shall the effective  date of  termination by CONTRACTOR
                  under this  paragraph  be earlier  than after the due date of
                  any  payment  not  made.  In  the  case  of  a   multi-launch
                  agreement,  only the Launch for which payments are delinquent
                  may be terminated under this Paragraph.  In the event of such
                  termination,  CONTRACTOR shall retain, as liquidated  damages
                  and not as a penalty, all payments due and/or previously paid
                  under Article 5, Payments,  for the Launch terminated,  as of
                  the effective date of termination.

         14.2.2   If CONTRACTOR elects to terminate for excessive  postponement
                  under  Article  7,  Launch  Postponements,   CONTRACTOR  will
                  retain,  as  liquidated  damages  and not as a  penalty,  all
                  payments  made by CUSTOMER for the Launch  terminated,  as of
                  the date of CONTRACTOR's termination notice. In the case of a
                  multi-launch agreement, only the Launch excessively postponed
                  may  be  terminated  under  this  Paragraph.   The  right  of
                  CONTRACTOR to terminate  under this  Paragraph is conditioned
                  upon  receipt of a written  notification  from  CUSTOMER of a
                  Launch  postponement  or cumulative  postponements  exceeding
                  [o].  CONTRACTOR must terminate  within [o] of the expiration
                  of the [o] period of postponement or thereby waives its right
                  to terminate  under this Paragraph  unless further delayed by
                  CUSTOMER.

         14.2.3   If CONTRACTOR  brings any claim for material  breach prior to
                  Launch  other than for a Launch  Schedule  postponement,  the
                  exclusive  remedy of CONTRACTOR  shall be  termination of the
                  Launch and  retention,  as  liquidated  damages  and not as a
                  penalty,  of an amount up to the total of all  payments  made
                  for the terminated Launch.

14.3     Any  termination  for  default or breach  under this  Article  must be
         preceded by thirty (30) days written  notification  that specifies the
         default or breach and the  intent to  terminate  in the event that the
         default or breach is not or cannot be cured within thirty (30) days of
         such written notice to cure.

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                  SEA LAUNCH/ASIA SATELLITE TELECOMMUNICATIONS
                          COMPANY LIMITED PROPRIETARY

<PAGE>

14.4     Both  CUSTOMER  and  CONTRACTOR  agree  that the  payments,  refund of
         payments  or  retention  of  payments  specified  in this  Article  14
         represent:   (i)  liquidated  damages,  and  not  a  penalty,  (ii)  a
         reasonable  estimate of the actual  damages  that would be owed by one
         Party to the other in the event of a termination  and, (iii) a knowing
         and considered  allocation of each Party's risks and fair compensation
         for either Party in the event of a termination.  Liquidated damages in
         the form of payments,  refunds or retained  payments,  as  applicable,
         shall  constitute the exclusive  rights and remedies  available to the
         Parties in the event of termination by either Party.


ARTICLE 15 -- RISK ALLOCATION

The Parties expressly  acknowledge and agree that the liabilities of CONTRACTOR
and/or of CUSTOMER,  resulting  from the non execution or late execution of the
services provided by CONTRACTOR,  and of the technical  commitments of CUSTOMER
are strictly  limited to the provisions of this  Contract,  excluding any other
liabilities or claims.


15.1     WARRANTY

         15.1.1   WARRANTY DISCLAIMER. CONTRACTOR MAKES NO WARRANTY, EXPRESS OR
                  IMPLIED,  WITH RESPECT TO THE LAUNCH OR ANY SERVICES PROVIDED
                  TO OR ON BEHALF OF CUSTOMER.  NOTHING IN THIS CONTRACT  SHALL
                  BE CONSTRUED AS AN EXPRESS OR AN IMPLIED  WARRANTY.  CUSTOMER
                  ACKNOWLEDGES  THAT IT HAS READ AND  UNDERSTANDS  THIS ARTICLE
                  AND THE EXCLUSION OF ALL WARRANTIES HAS BEEN BARGAINED FOR IN
                  THIS CONTRACT.

         15.1.2   Limitation  of  Liability.  In no event shall either Party be
                  liable to the other  party under or in  connection  with this
                  Contract  under  any  legal or  equitable  theory,  including
                  negligence, for direct, indirect, special,  consequential, or
                  incidental  damages,  or  indemnities,  except  as  expressly
                  provided in this Contract. Consistent with this limitation of
                  liability,  each  Party  shall  use  commercially  reasonable
                  efforts  to ensure  that its  insurer(s)  waive all rights of
                  subrogation against the other Party.

15.2     THIRD PARTY LIABILITY INSURANCE

         15.2.1   CONTRACTOR  shall  obtain and  maintain in effect a policy of
                  liability  insurance  that protects  CUSTOMER and its Related
                  Third  Parties  against  claims by a Third  Party for  death,
                  bodily  injury  or  property  damage  resulting  from  Launch
                  Activities  performed  under this  Contract.  Such  insurance
                  shall be in the  amounts  of [o],  for all  periods of Launch
                  Activities  on the ground and [o] for the Launch  Vehicle and
                  Spacecraft following a Launch.

         15.2.2   Such insurance  shall remain in effect from  commencement  of
                  Launch  Activities until the end of Launch Activities and for
                  after  Launch  with   respect  to  the  Launch   Vehicle  and
                  Spacecraft following a Launch.

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                  SEA LAUNCH/ASIA SATELLITE TELECOMMUNICATIONS
                          COMPANY LIMITED PROPRIETARY

<PAGE>

         15.2.3   The Third Party liability insurance obtained pursuant to this
                  Article  shall not cover loss of or damage to the  Spacecraft
                  even if the  claim is  brought  by a Third  Party or  Related
                  Third Party.


15.3     Reserved


15.4     THIRD PARTY LIABILITY

         15.4.1 Each Party agrees to  indemnify,  defend and hold  harmless the
         other  Party  from and  against  any and all  claims of a Third  Party
         (other than claims by  employees,  officers or directors of a Party or
         of its Related  Third  Parties) for death,  bodily  injury or property
         damage to the extent  that it is caused by the  indemnifying  Party or
         its Related Third Parties while performing  activities related to this
         Contract.  Each Party shall maintain  insurance with limits sufficient
         to cover the aforementioned  indemnification  obligation and shall use
         commercially  reasonable  efforts to ensure that its insurer(s)  waive
         all rights of  subrogation  against  the other Party to the extent the
         indemnifying  Party has  waived  its rights of  recovery  against  the
         indemnified Party.

15.5     RECIPROCAL WAIVER AND RELEASE OF CLAIMS

         15.5.1 CUSTOMER and CONTRACTOR agree to a reciprocal  waiver of claims
         pursuant  to which  each  Party  agrees to be  responsible  for and to
         absorb the financial and any other consequences of any property damage
         or loss it  sustains  or any bodily  injury to,  death of, or property
         damage  or loss  sustained  by its  own  employees  arising  out of or
         relating to any activities  carried out under this  Contract.  Neither
         Party will make any claim or  institute  any  arbitration  or judicial
         proceedings  against the other Party or its Related  Third Parties for
         such damage, loss, injury or death.

         15.5.2 Each Party further  agrees to require its Related Third Parties
         (other than  employees,  officers or directors) to be responsible  for
         and to make no claims  against the other  Party or its  Related  Third
         Parties  for any  property  damage or loss they  sustained  or for any
         bodily  injury to, death of, or property  damage or loss  sustained by
         their own  employees  arising  out of or  relating  to any  activities
         carried out under this Contract.

         15.5.3  If any of a Party's  Related  Third  Parties  makes a claim or
         institutes any  arbitration or judicial  proceeding  against the other
         Party or its Related Third Parties for damage,  loss,  injury or death
         to the extent  required to be waived in  Paragraph  15.5.2,  the first
         Party shall  indemnify,  hold  harmless and defend the other Party and
         its Related Third Parties from and against any liability on account of
         such  damage,  loss,  injury or death,  and shall pay all expenses and
         satisfy all awards and judgments  which may be incurred by or rendered
         against said indemnitee(s).

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                  SEA LAUNCH/ASIA SATELLITE TELECOMMUNICATIONS
                          COMPANY LIMITED PROPRIETARY

<PAGE>

15.6     SPACECRAFT

         CUSTOMER  assumes  the risk of any actual or  constructive  loss of or
         damage to the Spacecraft prior to, during, and after Launch, including
         any loss or damage resulting from the non-availability of or inability
         to use the Spacecraft  following  Launch.  CUSTOMER  shall  indemnify,
         defend,  and hold  harmless  CONTRACTOR  and its Related Third Parties
         against  all claims and  actions  based in whole or in part on loss or
         damage to the Spacecraft,  including loss or damage resulting from the
         non-availability of or inability to use the Spacecraft. CUSTOMER shall
         use commercially  reasonable efforts to ensure that its insurers waive
         all rights of subrogation against the CONTRACTOR and its Related Third
         Parties.

15.7     INDEMNIFICATION- INTELLECTUAL PROPERTY INFRINGEMENT

         15.7.1   CONTRACTOR  agrees to defend,  hold  harmless  and  indemnify
                  CUSTOMER and its Related  Third  parties from and against any
                  liabilities, costs, risks, losses, damages, or injury, or any
                  consequences thereof, resulting from an infringement or claim
                  for   infringement   of  the   patent   right  or  any  other
                  intellectual  property  right of a Third  Party or a  Related
                  Third Party of CONTRACTOR which may arise from the provisions
                  of the Launch  Services  or  Postlaunch  Services  under this
                  Contract by CONTRACTOR.

         15.7.2   CUSTOMER  agrees  to  defend,  hold  harmless  and  indemnify
                  CONTRACTOR and its Related Third parties from and against any
                  liabilities, costs, risks, losses, damages, or injury, or any
                  consequences thereof, resulting from an infringement or claim
                  for   infringement   of  the   patent   right  or  any  other
                  intellectual  property  rights of a Third  Party or a Related
                  Third Party of  CUSTOMER  which may arise from the design and
                  manufacture of the Spacecraft

15.8     NOTICE AND COOPERATION

         Each  Party  agrees to  cooperate  with the other  Party in  obtaining
         relevant  reports  and  other   information  in  connection  with  the
         presentation by either Party of any claim under insurance  required by
         this Article. A Party seeking indemnification under this Article shall
         (i) promptly  advise the indemnitor of any damage or injury  incurred,
         or the filing of any suit or any  written or oral  claim  against  it;
         (ii) provide the indemnitor with copies of all relevant documentation;
         and (iii)  cooperate  with the  indemnitor  and its  insurers in every
         reasonable  manner in defending  against such claim.  A Party  seeking
         indemnification  shall  not make any  admission,  nor shall it reach a
         compromise or  settlement,  without the prior written  approval of the
         indemnitor.

15.9     EVIDENCE OF INSURANCE

         For any of the insurance  policies required under this Contract,  each
         Party shall provide the other Party with a certificate evidencing such
         insurance  within  thirty (30) days of a written  request by the other
         Party and require its  insurer(s)  to provide the other Party  written
         notice at least thirty (30) days prior to  effectivity of any material
         change in policy coverage.

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                  SEA LAUNCH/ASIA SATELLITE TELECOMMUNICATIONS
                          COMPANY LIMITED PROPRIETARY

<PAGE>


ARTICLE 16 -- PROPRIETARY DATA

16.1     The Parties  recognize that technical  information may be disclosed by
         one Party to the other  Party in the course of  performance  under the
         Contract  and that the  disclosing  Party may desire to  protect  such
         information  against  unrestricted  use or  disclosure  to others.  To
         provide protection for such information,  each Party agrees to respect
         such information and, to the extent it includes  proprietary  data, to
         handle such information as provided for in this Article.

16.2     For the purpose of this Contract,  the term  "proprietary  data" means
         each Party's proprietary,  secret, or confidential information,  data,
         processes,  and physical materials,  including information  originated
         by, or  available  only  from the  disclosing  Party  and  information
         originating  with a Third Party or Related Third Party with respect to
         which the disclosing Party has limited  disclosure  rights,  and which
         the  disclosing   Party  desires  to  protect   against   unrestricted
         disclosure to others, provided that such information, data, processes,
         and  physical  materials  are  marked  "proprietary  data"  or with an
         equivalent   legend  or,  if  disclosed   orally,   is  identified  as
         proprietary at the time of disclosure and then summarized in a written
         document  marked  as  "proprietary  data"  that  is  supplied  to  the
         receiving Party within ten (10) days of initial disclosure.

16.3     Except as  permitted  herein  and in  paragraph  16.4  below,  a Party
         receiving  proprietary  data shall take all reasonable  precautions to
         prevent  publication or disclosure of proprietary data to others,  and
         shall use such  data only for the  purpose  of  performance  under the
         Contract.  Except as permitted herein and in paragraph 16.4 below, any
         other use of such  proprietary  data  shall be made  only  upon  prior
         written consent of the disclosing  Party. Each Party agrees to protect
         the other  Party's  proprietary  data with the same  degree of care as
         used to protect its own proprietary  data (but in no event less than a
         reasonable  degree  of  care),  and to  restrict  disclosures  of such
         proprietary   data  to  those  persons,   entities   (i.e.   insurance
         underwriters)  and  subcontractors  having  a need  to know  the  data
         provided any such person,  entity or subcontractor must first agree in
         writing to treat any such proprietary data as confidential.

16.4     The   aforementioned   restrictions  on  the  use  and  disclosure  of
         proprietary data shall not apply if the proprietary data:

         16.4.1   Is in the public  domain at the time of receipt or comes into
                  public  domain  thereafter  through  no act of the  receiving
                  Party   that  is   inconsistent   with   the   aforementioned
                  restrictions;

         16.4.2   Is known to the  receiving  Party prior to  disclosure by the
                  disclosing Party;

         16.4.3   Is  disclosed   with  the  prior  written   approval  of  the
                  disclosing Party;

         16.4.4   Is independently developed by the receiving Party;

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         16.4.5   Is lawfully disclosed to the receiving Party by a Third Party
                  under conditions permitting such disclosure;

         16.4.6   Is required by applicable  law,  regulation  or  governmental
                  order to be disclosed, but in such case only to the extent so
                  required to be disclosed.

16.5     Upon termination or upon completion of performance under the Contract,
         and upon the request of one Party,  the other  Party shall  return all
         proprietary  data  (including any copies  thereof)  received from that
         Party, or provide written certification that such proprietary data has
         been destroyed, except that either Party may retain a legal file copy.

16.6     Neither  Party  assumes any  liability  to the other Party for damages
         arising  from the use of or reliance  upon any  information  disclosed
         pursuant to this Article 16, except as provided elsewhere herein.

16.7     Information  exchanged  under  this  Contract  may be  subject to U.S.
         export control laws and  regulations,  such as the U.S.  International
         Traffic  in  Arms  Regulations  (ITAR)  or the  Export  Administration
         Regulations  (EAR).  The disclosing  Party shall clearly mark any such
         information  exchanged  with  an  appropriate  legend  indicating  the
         relevant   restrictions  or  applicable  laws  and  regulations.   The
         receiving Party agrees that information subject to such export control
         laws and regulations  shall not be disclosed or transferred to a Third
         Party or Related Third Party without first obtaining  written approval
         from the  disclosing  party and  complying  with all  applicable  U.S.
         export  control  laws and  regulations.  Such  approval  shall  not be
         unreasonably withheld.

16.8     Information  exchanged  under this  Contract may be subject to Russian
         and/or Ukrainian  export control laws and regulations.  The disclosing
         Party  shall  clearly  mark any  such  information  exchanged  with an
         appropriate legend indicating the relevant  restrictions or applicable
         laws and regulations. The receiving Party agrees that such information
         subject  to such  export  control  laws and  regulations  shall not be
         disclosed  or  transferred  to a Third Party or a Related  Third Party
         without first obtaining written approval from the disclosing Party and
         complying  with all applicable  export  control laws and  regulations.
         Such approval shall not be unreasonably withheld.


ARTICLE 17 -- RIGHTS TO INVENTIONS AND DATA

17.1     CONTRACTOR  and CUSTOMER  agree that neither Party shall by entry into
         the Contract or by performance of the Contract,  acquire any rights to
         or  under  the  other  Party's  patents,  proprietary  data,  or other
         intellectual  property or technical  information,  unless the grant of
         any  such  right  is  expressly  provided  for in a  separate  written
         agreement duly executed by the granting Party.


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ARTICLE 18 -- CHANGES

18.1     Except as set forth in paragraph  18.2, the Contract shall be modified
         only  upon  mutual  consent  and  such  modification  shall be made in
         writing and shall be signed by authorized agents of both Parties.

18.2     CUSTOMER  may at any  time up to [o] , by a  written  notice,  request
         changes  within  the  general  scope  of this  Contract.  If  CUSTOMER
         requests a change  after [o] any such  change will be  implemented  by
         CONTRACTOR  only  if the  Launch  Date  would  remain  unaffected,  as
         determined by CONTRACTOR  in its sole  discretion,  as a result of the
         implementation  of such change.  If any such change causes an increase
         or decrease in the cost of, or the time  required for the  performance
         of any part of the work under this Contract,  an equitable adjustment,
         to be negotiated  in good faith between the Parties,  shall be made in
         the price, delivery schedule, or other terms affected by the requested
         change, and the Contract shall be modified in writing accordingly. Any
         claim by CONTRACTOR  for an adjustment  must be made in writing within
         thirty (30) days of the receipt of any such notice.  CONTRACTOR  shall
         not proceed with any change under this paragraph until an amendment to
         this Contract is executed by both Parties  authorizing  the change and
         making the  corresponding  adjustments to the work and/or the terms of
         this Contract necessitated by the change.

18.3     CONTRACTOR  shall  have the  right to  recommend  changes  within  the
         general  scope of this  Contract.  CONTRACTOR  shall  submit  any such
         change to CUSTOMER in writing and CUSTOMER shall accept or reject such
         change(s) in its sole  discretion.  CUSTOMER shall respond to any such
         change proposed by CONTRACTOR  promptly but in no event later than [o]
         after the date on which CONTRACTOR  submitted the proposed change.  If
         any change  causes an increase or decrease in the cost of, or the time
         required  for the  performance  of any  part of the  work  under  this
         Contract,  an equitable  adjustment,  to be  negotiated  in good faith
         between the Parties, shall be made in the price, delivery schedule, or
         other terms affected by the requested  change,  and the Contract shall
         be modified in writing accordingly.  CONTRACTOR shall not proceed with
         any change under this Paragraph until an amendment to this Contract is
         executed  by both  Parties  authorizing  the  change  and  making  the
         corresponding  adjustments  to the  work  and/or  the  terms  of  this
         Contract necessitated by the change.

18.4     Launch  Service(s)  postponements  by CUSTOMER or CONTRACTOR  shall be
         resolved in  accordance  with Article 7 Launch  Postponements  of this
         Contract.


ARTICLE 19 -- ASSIGNMENT

19.1     The Parties agree not to assign their respective rights or obligations
         under the  Contract  without  the prior  written  consent of the other
         Party.


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ARTICLE 20 -- PUBLIC RELEASE OF INFORMATION

20.1     Except as  required  by law or  regulation,  no news  release,  public
         announcement,  or  advertising  material  concerned with this Contract
         shall be issued by either Party without  prior written  consent of the
         other Party.  Such consent  shall not be  unreasonably  withheld.  All
         releases shall be coordinated between both Parties.


ARTICLE 21 -- DISPUTE SETTLEMENT

21.1     The Parties  shall  endeavor to reach an  amicable  settlement  of any
         dispute or controversy  resulting from, or arising in connection with,
         the performance of this Contract.  In the event a settlement cannot be
         reached  within ten (10) Business Days by the  CONTRACTOR and CUSTOMER
         Mission Managers,  the dispute or controversy shall be referred to the
         respective   Presidents/Chief  Executive  Officer  of  CONTRACTOR  and
         CUSTOMER,  who shall  use their  best  efforts  to reach a  settlement
         acceptable  to both  Parties.  If such a settlement  cannot be reached
         within ten (10) Business Days after  referral to them,  the dispute or
         controversy  shall be  submitted  to  arbitration  under  the Rules of
         Conciliation and Arbitration of the American  Arbitration  Association
         in Los Angeles, California, by three arbitrators appointed pursuant to
         the governing rules. The arbitration  shall be conducted in English as
         generally  spoken in the United  States of  America.  The  arbitration
         award shall be final and  binding,  and the  execution  thereof may be
         entered in any court having jurisdiction.


ARTICLE 22 -- APPLICABLE LAW

22.1     The Contract and any matter arising under the Contract,  regardless of
         whether such matter is addressed in the Contract, shall be governed by
         the laws of the state of California,  USA, excluding its choice of law
         rules.


ARTICLE 23 -- SEVERABILITY

23.1     In the event any of the  provisions  of the  Contract  shall,  for any
         reason  whatsoever,  be  held  to be  invalid  or  unenforceable,  the
         remaining provisions shall not be affected.


ARTICLE 24 -- WAIVERS

24.1     No waiver of any of the provisions of the Contract shall be binding on
         either Party unless  evidenced by a written notice signed by the Party
         to be bound. Failure of either Party to insist upon performance of any
         of the  terms  or  conditions  herein  or to  exercise  any  right  or
         privilege shall not constitute a waiver. A waiver by either


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<PAGE>

         Party  of a  breach  of  any  provision  of  this  Contract  does  not
         constitute a waiver of any succeeding  breach of the same or any other
         provision, nor shall it constitute a waiver of the provision itself.


ARTICLE 25 - HEADINGS AND NUMBERS

25.1     The Article,  Paragraph and sub Paragraph headings and numbers are for
         convenience  purposes only and shall not be used to construe the terms
         of this Contract.



ARTICLE 26 -- ENTIRE AGREEMENT

26.1     The Contractual documents referred to in Article 2 comprise the entire
         understanding  between the Parties with respect to the subject  matter
         of the  Contract  and shall  supersede  all prior and  contemporaneous
         discussions  between the Parties.  Neither Party shall be bound by any
         conditions, warranties, definitions, statements, or documents previous
         to or  contemporaneous  with the Contract  unless the  Contract  makes
         express reference thereto.



IN WITNESS WHEREOF, the Parties hereto have executed the Contract as of the day
and year stated:


Asia Satellite Telecommunications        Sea Launch Limited Partnership acting
Company Limited                          through its General Partner,
                                         Sea Launch Company, L.L.C.


By:  /s/ William Wade                    By:  /s/  Chris O'Connell

Title:  Deputy CEO                       Title:  VP - Contracts


Date:  May 8, 2006                       Date:  May 5, 2006



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                  SEA LAUNCH/ASIA SATELLITE TELECOMMUNICATIONS
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