Unassociated Document


    Exhibit
      10.1

    


    


    March
      4,
      2008

    


    Donna
      P.
      Alderman, 

    138
      Parkview Road

    Pound
      Ridge NY 10576

    


     

    Re: Separation
      Agreement

     

    Dear
      Donna:

     

    This
      letter sets forth the substance of the separation agreement (the “Agreement”)
      which ICO Global Communications (Holdings) Limited (together with its
      affiliates, the “Company”) is offering to you to aid in your employment
      transition.

     

    1. Separation.
      Your
      last day of work with the Company and your employment termination date will
      be
      March 31, 2008 (the “Separation Date”).

     

    2. Accrued
      Salary and Vacation.
      On the
      next regular payroll date for the period preceding the Separation Date, the
      Company will pay you all accrued salary and all accrued and unused vacation
      earned through the Separation Date, subject to standard payroll deductions
      and
      withholdings. You will receive these payments regardless of whether or not
      you
      sign this Agreement.

     

    3. Consulting
      Agreement. If
      you
      execute this Agreement and do not revoke it, and execute the Consulting
      Agreement attached hereto as Exhibit A (“Consulting Agreement”), then following
      the “Effective Date” (as defined below) the Company will cause ICO Satellite
      Services G.P. to execute the Consulting Agreement pursuant to which you will
      be
      eligible to provide consulting services to ICO Satellite Services G.P. following
      the Separation Date. The consulting relationship will be in
      lieu
      of
any
      severance payment you would otherwise be entitled to under your Letter Agreement
      dated April 19, 2006, which is hereby terminated in all
      respects.

     

    4. Benefit
      Plans.
      If you
      are currently participating in the Company’s group health insurance plans, to
      the extent provided by the federal COBRA law or, if applicable, state insurance
      laws, and by the Company’s current group health insurance policies, you will be
      eligible to continue your group health insurance benefits at your own expense.
      Later, you may be able to convert to an individual policy through the provider
      of the Company’s health insurance, if you wish. The Company contribution to your
      401(k) Plan and any contributions by you will end with your paycheck for the
      February pay period. You will receive information by mail concerning 401(k)
      plan
      rollover procedures. All participation to any other Company plans will also
      cease as of the Separation Date.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    5. Stock
      Options.
      Vesting
      of awards granted to you under the Company’s stock
      plan for your service as an employee (“Awards”) will cease as of the Separation
      Date, unless you and the Company execute the Consulting Agreement, in which
      case
      vesting of the Awards shall continue pursuant to the terms of the Consulting
      Agreement. Your option for 150,000 shares granted on November 14, 2005 for
      your
      service as a Director shall continue pursuant to its terms for so long as you
      remain a Director of the Company. 

     

    6. Other
      Compensation or Benefits.
      You
      acknowledge that, except as expressly provided in this Agreement, you will
      not
      receive any additional compensation, severance or benefits after the Separation
      Date, except for that provided under the Consulting Agreement.

     

    7. Expense
      Reimbursements.
      You
      agree that, within fifteen (15) days of the Separation Date, you will submit
      your final documented expense reimbursement statement reflecting all business
      expenses you incurred through the Separation Date, if any, for which you seek
      reimbursement. The Company will reimburse you for reasonable business expenses
      pursuant to its regular business practice.

     

    8. Return
      of Company Property.
      Unless
      you and the Company execute the Consulting Agreement, you agree to return to
      the
      Company by the Separation Date all Company documents (and all copies thereof)
      and other Company property that you have had in your possession at any time,
      including, but not limited to, Company files, notes, drawings, records, business
      plans and forecasts, financial information, specifications, computer-recorded
      information, tangible property (including, but not limited to, computers),
      credit cards, entry cards, identification badges and keys; and, any materials
      of
      any kind that contain or embody any proprietary or confidential information
      of
      the Company (and all reproductions thereof). 

     

    9. Proprietary
      Information and Post-Termination Obligations.
      Both
      during and after your employment you acknowledge your continuing obligations
      under your ICO Employee Intellectual Property Agreement not to use or disclose
      any confidential or proprietary information of the Company and to refrain from
      certain solicitation and competitive activities. 

     

    10. Nondisparagement.
      You
      agree
      not to disparage the Company, and the Company’s attorneys, directors, managers,
      partners, employees, agents and affiliates, in any manner likely to be harmful
      to them or their business, business reputation or personal reputation; provided
      that you may respond accurately and fully to any question, inquiry or request
      for information when required by legal process. 

     

    11. Release.
      In
      exchange for the Company’s agreement to enter into the Consulting Agreement, to
      which you would not otherwise be entitled, and except as otherwise set forth
      in
      this Agreement, you hereby generally and completely release, acquit and forever
      discharge the Company, its parents and subsidiaries, and its and their officers,
      directors, managers, partners, agents, servants, employees, attorneys,
      shareholders, successors, assigns and affiliates, of and from any and all
      claims, liabilities, demands, causes of action, costs, expenses, attorneys
      fees,
      damages, indemnities and obligations of every kind and nature, in law, equity,
      or otherwise, both known and unknown, suspected and unsuspected, disclosed
      and
      undisclosed, arising out of or in any way related to agreements, events, acts
      or
      conduct at any time prior to and including the execution date of this Agreement,
      including but not limited to: all such claims and demands directly or indirectly
      arising out of or in any way connected with your employment with the Company
      or
      the termination of that employment, including but not limited to any claims
      relating to severance or any other benefit provided under the employment letter
      between you and the Company dated April 19, 2006; claims or demands related
      to
      salary, bonuses, commissions, stock, stock options, or any other ownership
      interests in the Company, vacation pay, fringe benefits, expense reimbursements,
      severance pay, or any other form of compensation; claims pursuant to any
      federal, state or local law, statute, or cause of action; tort law; or contract
      law. The claims and causes of action you are releasing and waiving in this
      Agreement include, but are not limited to, any and all claims and causes of
      action that the Company, its parents and subsidiaries, and its and their
      respective officers, directors, agents, servants, employees, attorneys,
      shareholders, successors, assigns or affiliates:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              •

            	
              has
                violated its personnel policies, handbooks, contracts of employment,
                or
                covenants of good faith and fair dealing; has discriminated against
                you on
                the basis of age, race, color, sex (including sexual harassment),
                national
                origin, ancestry, disability, religion, sexual orientation, marital
                status, parental status, source of income, entitlement to benefits,
                any
                union activities or other protected category in violation of any
                local,
                state or federal law, constitution, ordinance, or regulation, including
                but not limited to: the Age Discrimination in Employment Act, as
                amended
                (the “ADEA”); Title VII of the Civil Rights Act of 1964, as amended; 42
                U.S.C. § 1981, as amended; the Equal Pay Act; the Americans With
                Disabilities Act; the Family and Medical Leave Act; the Virginia
                Human
                Rights Act; the Virginians with Disabilities Act; the New York State
                Human
                Rights Law; and the New York City Human Rights
                Law.

            


    

     

    
      	 	
              •

            	
              the
                Employee Retirement Income Security Act; Section 510; and the National
                Labor Relations Act;

            


    

     

    
      	 	
              •

            	
              has
                violated any statute, public policy or common law (including but
                not
                limited to claims for retaliatory discharge; negligent hiring, retention
                or supervision; defamation; intentional or negligent infliction of
                emotional distress and/or mental anguish; intentional interference
                with
                contract; negligence; detrimental reliance; loss of consortium to
                you or
                any member of your family and/or promissory
                estoppel).

            


    

     

    Notwithstanding
      the foregoing, you are not releasing any right of indemnification you may have
      for any liabilities arising from your actions within the course and scope of
      your employment with the Company or within the course and scope of your role
      as
      a member of the Board of Directors and/or officer of the Company.  Also
      excluded from this Agreement are any claims which cannot be waived by law.
      You
      are waiving, however, your right to any monetary recovery should any
      governmental agency or entity, such as the EEOC or the DOL, pursue any claims
      on
      your behalf. You acknowledge that you are knowingly and voluntarily waiving
      and
      releasing any rights you may have under the ADEA, as amended. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    You
      also
      acknowledge that (i) the consideration given to you in exchange for the waiver
      and release in this Agreement is in addition to anything of value to which
      you
      were already entitled, and (ii) that you have been paid for all time worked,
      have received all the leave, leaves of absence and leave benefits and
      protections for which you are eligible, and have not suffered any on-the-job
      injury for which you have not already filed a claim. You further acknowledge
      that you have been advised by this writing that: (a) your waiver and release
      do
      not apply to any rights or claims that may arise after the execution date of
      this Agreement; (b) you have been advised hereby that you have the right to
      consult with an attorney prior to executing this Agreement; (c) you have
      twenty-one (21) days to consider this Agreement (although you may choose to
      voluntarily execute this Agreement earlier and if you do you will sign the
      Consideration Period waiver attached as Exhibit B); (d) you have seven (7)
      days
      following your execution of this Agreement to revoke the Agreement; and (e)
      this
      Agreement shall not be effective until the date upon which the revocation period
      has expired unexercised (the “Effective Date”), which shall be the eighth day
      after this Agreement is executed by you. 

     

    12. No
      Admission. This
      Agreement does not constitute an admission by the Company of any wrongful action
      or violation of any federal, state, or local statute, or common law rights,
      including those relating to the provisions of any law or statute concerning
      employment actions, or of any other possible or claimed violation of law or
      rights.

     

    13. Breach.
      You
      agree that upon any material breach of this Agreement you will forfeit all
      amounts paid or owing to you under this Agreement. Further, you acknowledge
      that
      it may be impossible to assess the damages caused by your violation of the
      terms
      of paragraphs 8, 9, 10, and 14 of this Agreement and further agree that any
      threatened or actual violation or breach of those paragraphs of this Agreement
      will constitute immediate and irreparable injury to the Company. You therefore
      agree that any such breach of this Agreement is a material breach of this
      Agreement, and, in addition to any and all other damages and remedies available
      to the Company upon your breach of this Agreement, the Company shall be entitled
      to an injunction to prevent you from violating or breaching this Agreement.
      You
      agree that if the Company is successful in whole or part in any legal or
      equitable action against you under this Agreement, you agree to pay all of
      the
      costs, including reasonable attorney’s fees, incurred by the Company in
      enforcing the terms of this Agreement.

     

    14. Arbitration.
      Any
      dispute arising under or related to this Agreement shall be resolved by binding
      arbitration under the Commercial Arbitration Rules and administration of the
      American Arbitration Association (“AAA”) before one (1) arbitrator jointly
      selected by the parties or, if the parties are unable to agree, appointed under
      the AAA rules. Such arbitration shall take place in Washington, DC or Reston,
      VA, unless otherwise agreed in writing. The arbitration award shall be final
      and
      binding upon the parties and judgment may be entered upon the application of
      either party by the court having the jurisdiction. Each party shall bear the
      cost of preparing and presenting its case, and the cost of the arbitration
      (including fees and expenses of the arbitrators) shall be shared equally by
      the
      parties unless the award otherwise provides.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    15. Miscellaneous.
      This
      Agreement constitutes the complete, final and exclusive embodiment of the entire
      agreement between you and the Company with regard to this subject matter. It
      is
      entered into without reliance on any promise or representation, written or
      oral,
      other than those expressly contained herein, and it supersedes any other such
      promises, warranties or representations. This Agreement may not be modified
      or
      amended except in a writing signed by both you and a duly authorized officer
      of
      the Company. This Agreement will bind the heirs, personal representatives,
      successors and assigns of both you and the Company, and inure to the benefit
      of
      both you and the Company, their heirs, successors and assigns. If any provision
      of this Agreement is determined to be invalid or unenforceable, in whole or
      in
      part, this determination will not affect any other provision of this Agreement
      and the provision in question will be modified by the court so as to be rendered
      enforceable. This Agreement will be deemed to have been entered into and will
      be
      construed and enforced in accordance with the laws of the State of New York
      as
      applied to contracts made and to be performed entirely within New York, without
      regard to choice of law principles.

     

    If
      this
      Agreement is acceptable to you, please sign below and return the original to
      me.

     

    I
      wish
      you good luck in your future endeavors.

     

    Sincerely,

     

    
      ICO
        GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

       

    

     

    By:/s/
      J.
      Timothy Bryan

    J.
      Timothy Bryan

    Chief
      Executive Officer

     

    
      AGREED
        TO
        AND ACCEPTED:

       

    

     

    /s/
      Donna P. Alderman 

    Donna
      P.
      Alderman


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A TO SEPARATION AGREEMENT

    


    CONSULTING
      AGREEMENT

    


    This
      Agreement is made and entered into effective as of April 1, 2008 (“Effective
      Date”), by and between ICO Satellite Services G.P., of 11700 Plaza America
      Drive, Suite 1010, Reston VA 20190, USA (together with its affiliates, “ICO”)
      and Donna P. Alderman, 138
      Parkview Road, Pound Ridge NY 10576 ("Consultant").

    


    In
      consideration of the mutual covenants set forth below, the parties hereby agree
      as follows:

    


    1.
      Engagement
      of Services and Statement of Work

     

    Pursuant
      to the provisions of this Agreement, Consultant is hereby retained by ICO to
      perform services for ICO. Consultant shall provide the services set forth in
      Appendix 1, Statement of Work and Procedures (“Statement of Work”), and others
      services reasonably requested by ICO’s Chief Executive Officer (“CEO”)
      (“Services”). A Statement of Work can only be amended in a writing signed by the
      parties. Consultant shall follow the procedures in the Statement of Work in
      performing all Services. Consultant shall not perform any services other than
      Services and shall communicate with third parties only as reasonably necessary
      to perform the Services.

    


    2.
      Contact
      and Key Personnel

    


    Consultant’s
      contact person at ICO shall be ICO’s CEO. Consultant may not retain third
      parties to carry out any of its obligations hereunder unless Consultant obtains
      ICO’s prior written consent, which shall be determined in ICO’s sole
      discretion.

    


    3.
      Compensation

    


    In
      consideration for Consultant’s performance of the Services, ICO agrees to
      compensate Consultant as follows:

    


    (a)
      ICO
      shall pay Consultant $45,953 per month Consultant agrees that she will work
      on
      ICO matters largely on a full-time basis. Travel time, as requested and/or
      approved in advance by ICO, shall be included in such time. 

    


    (b)
      Consultant shall continue to vest in her stock options and restricted stock
      (“Awards”) pursuant to the terms of those Awards as long as she remains a
      service provider under this Agreement (except for the option for 150,000 shares
      granted on November 14, 2005 for Consultant’s service as a Director, which grant
      shall continue pursuant to its terms for so long as Consultant remains a
      Director of the Company). 

    


    (c)
      In
      completing the consulting services, Consultant agrees to provide her own
      equipment, tools and other materials at her own expense; however, ICO shall
      reimburse Consultant for reasonable telecommunications and travel expenses
      incurred by the Consultant in the course of performing services under this
      Agreement; provided, however, that ICO shall not be obligated hereunder unless
      (i) ICO has agreed in advance to reimburse such costs and, (ii) Consultant
      provides ICO with appropriate receipts or other relevant documentation for
      all
      such costs as part of any submission for reimbursement in accordance with ICO’s
      standard policies. 



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.
      Billing
      and Payments

    


    Consultant
      will submit invoices by e-mail to ICO monthly for the Services for the previous
      month. Payment for the Services is due and payable within fifteen (15) days
      of
      ICO’s receipt of an invoice. Payment will be by check drawn against a US bank
      account. Late payments beyond this fifteen (15) day period will be subject
      to a
      monthly finance charge of 1% of the amount outstanding.

    


    5.
      Independent
      Contractor

    


    (a)
      Consultant acknowledges and agrees that she is an independent contractor and
      that neither she nor any of her employees or sub-contractors (if any) is
      entitled to participate in any of ICO's benefit plans, including, without
      limitation: vacation, disability, life insurance, attendance bonuses,
      pre-retirement leave, pension and annuity, 401(k), and accidental death and
      dismemberment, health or related benefits.

    


    (b)
      Consultant represents that: (i) to the extent necessary for Consultant to
      perform under this Agreement, she is and will continue to be for the term of
      this Agreement in compliance with all applicable federal, state, and local
      laws,
      ordinances, and regulations; (ii) she can enter into this Agreement without
      violating any contractual, professional, or other legal obligations she may
      have; (iii) ICO shall not be liable for the payment of any salaries, income
      tax
      withholding, social security tax withholding, workers’ compensation insurance or
      disability insurance premiums, benefits, or other appearances of direct
      employment for Consultant; and (iv) Consultant is solely responsible for, and
      will timely file all tax returns and payments required to be filed with, or
      made
      to, any federal, state or local tax authority with respect to the performance
      of
      services and receipt of fees under this Agreement. 

     

    (c)
      Consultant agrees and warrants, as an independent contractor, to perform the
      Services with all reasonable skill, care and diligence on a best efforts basis
      in a timely manner, provided that such “best efforts” shall not require
      performance to a commercially unreasonable standard. 

    


    (d)
      Consultant is not authorized to represent that she is an agent, employee, or
      legal representative of ICO. Consultant is not authorized to make any
      representation, contract, or commitment on behalf of ICO or incur any
      liabilities or obligations of any kind in the name of or on behalf of ICO.
      



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6.
      Confidentiality 

    


    Consultant
      shall keep ICO’s information confidential according to the terms of the ICO
      Intellectual Property Agreement between the parties dated April 19, 2006.


    


    7.
      No
      Conflict of Interest or Improper Use of Materials

    


    (a)
      Consultant represents and warrants that she will not use in the performance
      of
      the Services any materials, documents or information for which Consultant owes
      a
      continued duty of confidentiality. 

    


    (b)
      During the term of this Agreement (but in any event through 12/31/08), unless
      written permission is given by ICO, Consultant will not accept work, enter
      into
      a contract, or provide services to any third party that provides products or
      services which compete with the products or services provided by ICO nor may
      Consultant enter into any agreement or perform any services which would conflict
      or interfere with the services provided pursuant to or the obligations under
      this Agreement. Consultant represents and warrants that she is not working
      with
      any client on any activities or interests that conflict or may conflict with
      the
      interests of ICO. If approached by a potential client, Consultant shall disclose
      this information to ICO and agrees to seek ICO’s specific written agreement to
      Consultant’s representation of such third party. ICO may withhold such agreement
      at its sole discretion. 

    


    8.
      Term
      and Termination

    


    (a)
      Unless previously terminated as set forth below, this Agreement shall terminate
      on December 31, 2008. The obligations and liabilities of ICO and Consultant
      may
      be terminated as follows: (i) Either party may terminate this Agreement in
      the
      event of a material breach by the other party if such breach continues uncured
      for a period of thirty (30) days after written notice of such breach; and (b)
      Consultant may terminate this Agreement upon thirty (30) days written notice
      to
      the other part. Upon any such termination, the parties shall remain subject
      to
      Sections 3(a) and (b) hereof through the date such termination becomes
      effective, and in addition, ICO shall remain obligated to reimburse Consultant
      for expenses incurred pursuant to Section 3(c) through the date of termination,
      and shall promptly reimburse Consultant upon being invoiced. 

    


    (b)
      Upon
      any termination or expiration of this Agreement, Consultant (i) shall
      immediately discontinue all use of ICO’s confidential information delivered
      under this Agreement; (ii) shall delete any such ICO confidential information
      from Consultant’s computer storage or any other media, including, but not
      limited to, online and off-line libraries; and (iii) shall return to ICO or,
      at
      ICO’s option, destroy, all copies of such confidential information then in
      Consultant’s possession. 

    


    (c)
      The
      following provisions shall survive despite any termination of this Agreement:
      6,
      7, 8, 9, 10, 11, 13, 14, 15 and 16. 



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    9.
      Assignment

    


    The
      rights and liabilities of the parties shall bind and inure to the benefit of
      their respective successors, heirs, executors and administrators, as the case
      may be. Because ICO has specifically contracted for the services of Consultant,
      Consultant may not assign or delegate Consultant's obligations under this
      Agreement either in whole or in part without the prior written consent of
      ICO.

    


    10.
      Governing
      Law, Severability

    


    This
      Agreement shall be governed by and construed according to the laws of the State
      of New York, USA, excluding its choice of law provisions. If any provision
      of
      this Agreement is found by a court of competent jurisdiction to be
      unenforceable, that provision shall be severed and the remainder of this
      Agreement shall continue in full force and effect.

    


    
      
        11.
          Arbitration


      

    

    Any
      dispute arising under or related to this Agreement shall be resolved by binding
      arbitration under the Commercial Arbitration Rules and administration of the
      American Arbitration Association (“AAA”) before one (1) arbitrator jointly
      selected by the parties or, if the parties are unable to agree, appointed under
      the AAA rules. Such arbitration shall take place in Washington, DC or Reston,
      VA, unless otherwise agreed in writing. The arbitration award shall be final
      and
      binding upon the parties and judgment may be entered upon the application of
      either party by the court having the jurisdiction. Each party shall bear the
      cost of preparing and presenting its case, and the cost of the arbitration
      (including fees and expenses of the arbitrators) shall be shared equally by
      the
      parties unless the award otherwise provides.

     

    12.
      Notices

    


    Any
      notices required or permitted hereunder shall be given to the appropriate party
      at the address specified in this Agreement or at such other address as the
      party
      shall specify in writing. Such notice shall be deemed given upon personal
      delivery to the appropriate address or, if sent by overnight courier, one (1)
      day after the sending, or, if sent by certified or registered mail, three (3)
      days after the date of mailing.

     

    13.
      Limitation
      of Damages 

     

    EXCEPT
      AS
      PROVIDED IN SECTIONS 6, 14 AND 15, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE
      FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, EVEN IF THE OTHER PARTY HAS
      BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AND (B) EITHER
      PARTY’S SOLE LIABILITY TO THE OTHER PARTY, IF ANY, SHALL IN NO EVENT EXCEED THE
      FEES PAID BY ICO UNDER THIS AGREEMENT. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    14. Indemnification

     

    Each
      party shall indemnify and hold harmless the other party (including for
      reasonable attorneys’ fees and costs) from any and all losses, claims, damages
      and liability, including reasonable attorneys’ fees and costs, for any
      third-party claims arising out of the indemnifying party’s breach of this
      Agreement, misconduct or negligence. 

     

    15. Intellectual
      Property

     

    (a)
      Consultant
      hereby irrevocably grants to ICO all right, title and interest in document,
      development, work product, know-how, design, processes, invention, technique,
      trade secret, or idea, and all intellectual property rights related thereto,
      that is created by Consultant, to which Consultant contributes, or which relates
      to Consultant’s services provided pursuant to this Agreement (the “Work
      Product”), including all copyrights, trademarks and other intellectual property
      rights (including but not limited to patent rights) relating thereto. Consultant
      agrees that any and all Work Product shall be and remain the property of ICO.
      Consultant will immediately disclose to ICO all Work Product. Any
      copyrighted works created by Consultant under this Agreement shall be considered
      “works for hire.” Consultant agrees to take any steps reasonably necessary to
      protect ICO’s rights, including without limitation executing any documents
      necessary or desirable for doing so. If Consultant does not
      execute
      such documents within a reasonable time, Consultant hereby irrevocably appoints
      ICO as Consultant’s attorney-in-fact for the purpose of executing such documents
      on Consultant’s behalf, which appointment is coupled with an interest.


     

    (b)
      Consultant represents and warrants that, to her knowledge, no aspect of the
      Services will infringe the intellectual property rights of any third
      party.

     

    16.
      Complete
      Understanding; Modification

    


    This
      Agreement, including all other documents mentioned herein, constitutes the
      final, exclusive and complete understanding and agreement of the parties hereto
      and supersedes all prior understandings and agreements. Any waiver, modification
      or amendment of any provision of this Agreement shall be effective only if
      in
      writing and signed by the parties hereto. 

    


    


    IN
      WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
      date
      first written above.

    


    
      	
              ICO
                Satellite Services G.P.

            	 	
              Donna
                P. Alderman

            
	 	 	 
	
              /s/
                J. Timothy Bryan

            	 	
              /s/
                Donna P. Alderman

            
	 	 	 
	
              By:  
                By: ICO Services Limited, a partner

            	 	
              By:
                Donna P. Alderman

            
	
                      
                By: ICO North America, Inc., its parent

            	 	 
	
                      
                By: J. Timothy Bryan

            	 	 
	
                      
                Chief Executive Officer

            	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX
      1 TO CONSULTING AGREEMENT

    


    Statement
      of Work and Procedures

    


    
      	 	
              1.

            	
              Consultant
                shall, prior to March 31, 2008, present the following information
                to the
                CEO in a written format:

            


    

    
      	 	
              a.

            	
              
                An
                  outline of matters discussed, including follow up items, concepts, or
                  arrangements contemplated with bankers, analysts, companies, or
                  others
                  concerning ICO.

              

            


    

     

    
      	 	
              2.

            	
              Consultant
                and the CEO shall develop an action plan for continuing discussions
                with
                certain companies, bankers, analysts, or
                others:

            


    

    
      	 	
              a.

            	
              Consultant
                shall not
                otherwise approach, initiate, or otherwise discuss ICO activities
                with
                outside parties; and

            


    

    
      	 	
              b.

            	
              Consultant
                shall provide a written summary of any meeting or telephonic discussion
                following any approach by any outside party with respect to
                ICO.

            


    

     

    
      	 	
              3.

            	
              Subsequent
                to the action plan, Consultant shall provide the CEO a written summary
                of
                actions taken with respect to the action plan on a weekly
                basis:

            


    

    
      	 	
              a.

            	
              Such
                written summary will contain meetings attended, telephonic discussions,
                and a summary of points discussed, follow up items, concepts, or
                arrangements contemplated.

            


    

     

    
      	 	
              4.

            	
              CEO
                shall provide Consultant with continuing direction and follow up
                on all
                action plans in a prompt manner.

            


    

     

    
      	 	
              5.

            	
              Consultant
                shall travel to Reston, Virginia to meet with the CEO at least once
                every
                month to re-assess the action plan and to present a summary of
                activities.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B TO SEPARATION AGREEMENT

    


     

    CONSIDERATION
      PERIOD

     

    I,
      Donna
      P. Alderman, understand that I have the right to take at least 21 days to
      consider whether to sign this Agreement, which I received on ___________ __,
      20__. If I elect to sign this Agreement before 21 days have passed, I understand
      I am to sign and date below this paragraph to confirm that I knowingly and
      voluntarily agree to waive the 21-day consideration period.

    


    


    AGREED:

     

     

    __________________________________________

    Employee
      Signature

    


    __________________________________________

    Date