Exhibit 10.11
  AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
    
    1. CONTRACT ID CODE
    
    PAGE 1 OF 11 PAGES
 2. AMENDMENT/MODIFICATION NO.
P00023
    
    3. EFFECTIVE DATESee Block 16C
    
    4. REQUISITION/PURCHASE REQ. NO
See Schedule
    
    5.
PROJECT NO. (if applicable)6. ISSUED BY
    
    CODE
    
    HM0210
    
    7. ADMINISTERED BY (If other than Item 6)g
    
    CODE
    
    62LESSERMMNatl
Geospatial-Intelligence Agen,ATTN: ACR/MS-P15012310 Sunrise Valley DriveRESTON VA 20191-34498 NAME AND ADDRESS OF
CONTRACTOR (No., street, county, State and ZIP Code)
    
    þ    9A. AMENDMENT OF SOLICITATION NO.ORBIMAGE, INC.
    

9B. DATED (SEE ITEM 11)21700 ATLANTIC BLVDDULLES VA 201666801þ    10A. MODIFICATION OF CONTRACT/ORDER NO.HM157304C001410B. DATED (SEE ITEM 13)CODE       8248422490000
    
    
    
    
    
    FACILITY CODE
    
    09/30/2004
  o
    
    The above numbered solicitation is amended as set forth in item 14. The hour and date
specified for receipt of Offers      
o is extended.                                    
                             o is not extendedOffers must acknowledge receipt of this amendment prior to
the hour and date specified in the
solicitation or as amended, by one of the following methods; (a) By completing
items 8 and 15, and returning  copies of the amendment; (b) By acknowledging receipt of this
amendment on each copy of the offer submitted; or (c) By
separate letter or telegram which includes a reference to the solicitation and amendment numbers.
FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE
DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE
SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by
virtue of this amendment you desire to change an offer already submitted, such
change may be made by telegram or letter, provided each telegram or
letter makes
reference to the solicitation and this amendment and is received prior to the
opening hour and date specified
 12. ACCOUNTING AND APPROPRIATION DATA (If required)
    
    Net Increase:
    
    $
    12,500,000.00See Schedule
  CHECK ONE
    
    A.   THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority)THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.B.   THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.)SET FORTH IN
ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).C.   THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:D.  
OTHER (Specify type of modification and authority)þ
    

Mutual
Agreement of the Parties
 o þ
 (Organized by UCF section headings, including solicitation/contract subject where feasible.)




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 ITEM NO.
    
    SUPPLIES/SERVICES
    
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    (C)
    
    (D)
    
    (E)
    
    (F)additional capability for tasking within said
bands (Attachment 1 Statement of Work (SOW)
Appendix F, Section 2.2.2);(5) Provide a mechanism for NGA to order in
excess of the stated Ad Hoc Capability
(Attachment 1 SOW Appendix F, Section 2.2.2);(6) Provide a mechanism for NGA to order in
excess of the stated Permanent Withhold service
(Attachment 1 SOW Appendix F, Section 2.2.4);(7) Modify the SLA Performance Criteria
(Attachment 1 SOW Appendix F, Section 2.3.2);(8) Modify the parameters and reporting for the
Daily Operation Capability Report (Attachment 1
SOW Section 4.1.2.6.1; and(9) Revise the date for Attachment 3, DD254,
Contract Security Classification Specification
(previously distributed).In consideration for NGA exceeding the Ad Hoc
Capability ceilings during the period through
June 2009, the contractor is authorized to
invoice for $321,400 from the amounts currently
held back under the Performance Criteria Hold
Back provision.All other terms and conditions of the SLA remain
unchanged. Additionally, associated CLINs 0002,
0004, and 0005 are also extended through March
31, 2010, and the CLIN 0005 Maximum Total Price
in Paragraph B.3 is adjusted upward to match the
CLINs not-to-exceed value stated in Paragraph
B.6 Line Item CLIN 0005  System Engineering
Services Support.Accordingly, this contract is modified as follows:1. Under Section B, Supplies or Services and
Prices/Costs:Paragraph B.1 Line Item 0001  Post-FOCCOMMERCIAL IMAGERY. The Total Estimated Firm
Fixed Price (FFP) of CLIN 0001 is increased by
$50,000,000 from $116,072,000 to $166,072,000.
Change page 2 is attached hereto.Paragraph B.2, Line Item 0002  Government Option1: Imagery Derived Products and Services. The
Maximum Amount is increased by $50,000,000 from
$150,000,000 to $200,000,000. Change page 2 is
attached hereto.Continued
....
 NSN 7540-01-152-8067
    
    OPTIONAL FORM 336 (4-86)Sponsored by GSAFAR (48 CFR) 53.110




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 ITEM NO.
    
    SUPPLIES/SERVICES
    
    QUANTITY
    
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    AMOUNT(A)
    
    (B)
    
    (C)
    
    (D)
    
    (E)
    
    (F)Paragraph B.3 Total Contract Price/Total Contract
Funding. The Maximum Total Price and Unfunded
Amount columns are revised as follows (change
page 3 is attached hereto):a. Under CLIN 0001, the Maximum Total Price
is increased by $50,000,000 from $116,072,000 to
$166,072,000, the Obligated Amount is increased
by $12,500,000 from $96,072,000 to $108,572,000,
and the Unfunded Amount is increased by
$37,500,000 from $20,000,000 to $57,500,000.b. Under CLIN 0002, the Maximum Total Price
is increased by $50,000,000 from $150,000,000 to
$200,000,000, and the Unfunded Amount is
increased by $50,000,000 from $150,000,000 to
$200,000,000. The Obligated Amount is unchanged.c. Under CLIN 0005, the Maximum Total Price
is increased by $1,738,640 from $2,261,360 to
$4,000,000.00, and the Unfunded Amount is
increased by $1,738,640 from $0 to $1,738,640.
The Obligated Amount is unchanged.d. New Option CLIN 0006 is hereby added.
The Maximum Total Price is established at
$112,500,000, the Obligated Amount is established
at $0, and the Unfunded Amount established at
$112,500,000.e. Under Total, the Maximum Total Price is
increased by $214,238,640 from $364,933,360 to
$579,172,000, the Obligated Amount is increased
by $12,500,000 from $194,523,360 to $207,023,360,
and the Unfunded Amount is increased by
$201,738,640 ($214,238,640 minus $12,500,000)
from $170,410,000 to $372,148,640.New Paragraph B.7 Option Line Item 0006  Imagery 
Acquisition COMMERCIAL IMAGERY, is hereby added.The Total Estimated Firm Fixed Price (FFP) of
CLIN 0006 is $112,500,000. Change page 4 is
attached hereto.2. Under Section F, Deliveries or Performance:Paragraph F.5, Term of this Contract, the first
sentence is revised to read: This Contract
commences upon execution and continues through 31
March 2010, with one Option to extend performanceContinued
....
 NSN 7540-01-152-8067
    
    OPTIONAL FORM 336 (4-86)Sponsored by GSAFAR (48 CFR) 53.110




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 ITEM NO.
    
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    AMOUNT(A)
    
    (B)
    
    (C)
    
    (D)
    
    (E)
    
    (F)through 31 December 2010 (Line Item 0006).
Change page 9 is attached hereto.3. Under Section G, Contract Administration Data,
Paragraph G.8, Accounting and Appropriation Data,
the table is revised to reflect the $12,500,000
obligation under CLIN 0001. Change page 13 is
attached hereto.4. Under Section H, Special Contract Requirements
(change page 21A is attached hereto):New Special Contract Requirement H.28, Exercise
of Options, is hereby added as follows: Any
option under this contract shall be exercised by
a unilateral contract modification signed by the
Contracting Officer. Specific contract line
items or sub-line items delineating a description
of the supplies or services, quantity
requirements, and a corresponding delivery
schedule for the exercised options shall be
identified in the unilateral contract
modification. An option shall be exercised by
issuance, within 30 days prior to the end of the
current contract period, of a unilateral
modification for the subsequent option
requirements.New Special Contract Requirement H.29,
Segregation of Costs, is hereby added as follows:The Contractor agrees to segregate and bill
costs incurred under this contract by CLIN.
Separate invoices shall be submitted for each
individual CLIN.5. Under Section I, Contract Clauses:Clause 52.216-22 Indefinite Quantity (Oct 1995)
(applicable to CLINs 0002 and 0003), the date in
paragraph (d) is revised to read December 31,
2012. Change page 29 is attached hereto.Clause I.55 52.217-9 Option to Extend the Term of
the Contract. MAR 2000, paragraph (c) is revised
to read: The total duration of this contract
during the Imagery Acquisition phase, including
the exercise of any options under this clause,
shall not exceed 6 years. Change page 30 is
attached hereto.Continued ...
 NSN 7540-01-152-8067
    
    OPTIONAL FORM 336 (4-86)Sponsored by GSAFAR (48 CFR) 53.110




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CONTINUATION SHEET
    
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 ITEM NO.
    
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    QUANTITY
    
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    AMOUNT(A)
    
    (B)
    
    (C)
    
    (D)
    
    (E)
    
    (F)6. Under Section J  List of Attachments (change
page 31 is attached hereto):Attachment 1, NextView Statement of Work (SOW)
Revision Version 15 dated 17 February 2009 is
revised to read NextView Statement of Work (SOW)
Revision Version 16 dated 04 August 2009.Attachment 3, DD254 (Contract Security
Classification Specification) Revision 3 dated
January 20, 2009 is revised to read Attachment 3,
DD254 Revision 3 dated 12 May 2009.7. Under Attachment 1, NextView Statement of Work
(SOW) Revision Version 14 dated 13 November 2008:Cover Page is revised to reflect new Revision 16
and a new date of August 4, 2009. Change page
Cover Page is attached hereto.Section 4.1.2.6.1, Daily Operation Capability
Report, is modified to change add to the items
reported by adding the Number of Imaging
Operations Completed and to change the
methodology for providing the report to posting
to a FTP site (opposed to emailing the report).
Change page 5 is attached hereto.Appendix F, Section 1.0, SLA Period, Pricing
Terms and Payment Schedule, the first sentence is
changed to read: This Appendix applies to
Period of Performance (PoP) beginning at FOC and
ending March 31, 2010, with one Option to extend
performance through December 31, 2010 (Line Item
0006). Change page F-l is attached hereto.Appendix F, Section 2.2.2, Part 2 Indefinite
Quantity Ad Hoc Collection Service, (A) the first
paragraph is modified to provide for different
World Map Capacity reductions for ad hoc tasking
for ad hoc targets falling within and without the
longitude bands 34°E-64°E and 100°E-130°E, and to
allow the contractor to retain up to g of the
GeoEye-1 collection capability for its own use
within the 2 bands, and (B) new paragraph 6 is
hereby added to incorporate a mechanism for NGA
to order in excess of the stated Ad Hoc
Capability. Change page F-3 is attached hereto.Appendix F, Section 2.2.4, Permanent WithholdContinued ...
 NSN 7540-01-152-8067
    
    OPTIONAL FORM 336 (4-86)Sponsored by GSAFAR (48 CFR) 53.110




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CONTINUATION SHEET
    
    REFERENCE NO. OF DOCUMENT BEING CONTINUED
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    PAGE
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 ITEM NO.
    
    SUPPLIES/SERVICES
    
    QUANTITY
    
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    AMOUNT(A)
    
    (B)
    
    (C)
    
    (D)
    
    (E)
    
    (F)service, a new paragraph is hereby added to
incorporate a mechanism for NGA to order in
excess of the stated Permanent Withhold service.
Change page F-4 is attached hereto.Appendix F, Section 2.3.3, Metrics
Reporting/Reports and Performance Criteria,
Performance Criteria, the measure for Criteria 5
is reduced from 97.5% to 90.0%. Change page F-6
is attached hereto.SOW Appendix F, change pages F-5 and F-7 are
provided as a result of repagination.
Discount Terms:Net 30Delivery Location Code: SEESCHSee SchedulePayment:DFAS Acct. Mtn. & Control/JDACATTN: DFAS-IN-FI-JAM DEP 32488899 E. 56th StreetIndianapolis, IN 46249Customer Service 1-888-332-7366FAX 1-866-894-8007FOB: DestinationPeriod of Performance: 02/01/2007 to 03/31/2010Change Item 0001 to read as follows (amount shown
is the obligated amount):0001
    
    
    NextView COMMERCIAL IMAGERY PROGRAM
    
    
    
    
    
    
    
    
    12,500,000.00Post-FOC PriceFully Funded Obligation Amount$166,072,000.00Incrementally Funded Amount: $108,572,000.00Product/Service Code: 7640Product/Service Description: MAPS, ATLASES,CHARTS, & GLOBESRequisition No: NSC8G47344AS28, NSC8G48223AS01,NSC8G48223AS01, NSCPG48343AS01, NSCPG48343AS01,NSCPG89077AS01, NSCPG89217AS01Accounting Info:n/aFunded: $0.00Accounting Info:9780100.
4802 8A8 85CR OU33XX SC8888 594C 34345B 880300Funded: $0.00Continued ...
 NSN 7540-01-152-8067
    
    OPTIONAL FORM 336 (4-86)Sponsored by GSAFAR (48 CFR) 53.110




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CONTINUATION SHEET
    
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    PAGE
7
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 ITEM NO.
    
    SUPPLIES/SERVICES
    
    QUANTITY
    
    UNIT
    
    UNIT PRICE
    
    AMOUNT(A)
    
    (B)
    
    (C)
    
    (D)
    
    (E)
    
    (F)Accounting Info:9780100.4802 8A8 85CR OU33XX 594C SC8888 34345B
880300Funded: $0.00Accounting Info:9780100.4802 8A8 85CR OU33XX SC8888 594C 34345B
880300Funded: $0.00Accounting Info:9790100.4802 8A9 85CR OZ29XX SCP888 594C 34345B
880300Funded: $0.00Accounting Info:9790100.4802 8A9 85CR P533XX SCP888 594C 35102B
880300Funded: $0.00Accounting Info:9790100.4802 8A9 85CR OZ29XX SCP888 594C 34345B
880300Funded: $0.00Accounting Info:9790100.4802 8A9 85CR P533XX SCP888 594C 35102B
880300Funded: $0.00Accounting Info:9790100.4802 8A9 85CR OZ33XX SCP888 594C 34345B
880300Funded: $0.00Accounting Info:9790100.4802 8A9 85R1 85R1DR PCIP88 594RE 35102B
880300Funded: $109,359.50Accounting Info:9790100.4802 8A9 85CR OZ33XX SCP888 594C0 34345B
880300Funded: $12,390,640.50Period of Performance: 02/20/2009 to 03/31/2010Change
Item 0002 to read as follows (amount shown
is the obligated amount):0002
    
    
    NextView IMAGERY DERIVED PRODUCTS AND SERVICES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.00(Value-added Products)Minimum Amount: $0Maximum Amount: $200,000,000.00Product/Service Code: 7640Product/Service Description: MAPS, ATLASES,
CHARTS, & GLOBESContinued ...
 NSN 7540-01-152-8067
    
    
    
    OPTIONAL FORM 336 (4-86)Sponsored by GSAFAR (48 CFR) 53.110




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CONTINUATION SHEET
    
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    PAGE
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 ITEM NO.
    
    SUPPLIES/SERVICES
    
    QUANTITY
    
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    AMOUNT(A)
    
    (B)
    
    (C)
    
    (D)
    
    (E)
    
    (F)Accounting Info:N/AFunded: $0.00$0.00 (Subject to Availability of Funds)$0.00 (Subject to Availability of Funds)Change
Item 0004 to read as follows (amount
shown is the obligated amount):0004
    
    
    Acquisition of Firewire Drives and other
media under the contract to support the storage and dissemination of imagery.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.00The sum of all material provided herein and
invoiced for shall not exceed $500,000.Award Type: Time-and-materialsFully Funded Obligation Amount$500,000.00Incrementally Funded Amount: $90,000.00Product/Service Code:   7640Product/Service Description: MAPS, ATLASES,
CHARTS, & GLOBESRequisition No: NASKG47016AS02Accounting Info:9770100.4802 8A7 85K1 K317L3 ASK888 619A2
34345B 880300Funded: $0.00Change Item 000502 to read as
follows (amount shown is the obligated
amount):000502
    
    
    Sys Engr Serv  Informational SubCLIN for funding purposes (RDT&E funds).
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.00Award Type: Time-and-materialsFully Funded Obligation Amount$3,974,608.00Incrementally Funded Amount: $2,235,968.00Product/Service Code:   7640Product/Service Description: MAPS, ATLASES,
CHARTS, & GLOBESRequisition No: NASKG48231AS01,
NASKG48273AS02, NASXG49119AS01Accounting Info:9780400.4802 8E8 85CR P542D4 ASK888 58860
35102B 880300Funded: $0.00Accounting Info:9780400.4802 8E8 85CR P542D4 ASK888 58860
35102B 880300Funded: $0.00Continued ...
 
 NSN 7540-01-152-8067
    
    
    
    OPTIONAL FORM 336 (4-86)Sponsored by GSAFAR (48 CFR) 53.110




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 ITEM NO.
    
    SUPPLIES/SERVICES
    
    QUANTITY
    
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    AMOUNT(A)
    
    (B)
    
    (C)
    
    (D)
    
    (E)
    
    (F)Accounting Info:9780400.4802 8E8 85CR AK17XX ASK888 58860
34345B 880300Funded: $0.00Change Item 0005 to read as follows(amount
shown is the obligated amount):0005
    
    
    Systems Engineering Services Level-of-Effort
Support. The Contractor shall provide on-going
and sustaining, general systems engineering,
interface change management, and integration
and testing support services on a time and
material basis in accordance with Attachment
6, Statement of Work NextView System
Engineering Services, dated October 31, 2007.
The Contractor is required to invoice for
actual hours worked in accordance with the
labor categories and rates delineated below.
The hours are estimates and thus variable; the
rates are fixed.
    
    
    4000000
    
    
    DO
    
    
    
    
    0.00Award Type: Time-and-materials
(Not Separately Priced)Fully Funded Obligation Amount$0.00Product/Service Code:   7640Product/Service Description: MAPS, ATLASES,
CHARTS, & GLOBESAccounting Info:Funded: $0.00Period of Performance: 08/01/2008 to 03/31/2010ORBIMAGE/GeoEye Labor CategoriesSr Program Manager:CY2008 Est. Hours n, Fixed Rate nCY2009
Est. Hours n, Fixed
Rate nSr Project Manager:CY2008 Est. Hours n, Fixed Rate nCY2009 Est. Hours n, Fixed Rate nSt Louis Senior Scientist/Production Engr:CY2008 Est. Hours n, Fixed Rate nCY2009 Est. Hours n, Fixed Rate nPhotogrametric Engr/Ground Segment Engr.:CY2008
Est. Hours  n, Fixed Rate nCY2009
Est. Hours  n, Fixed Rate nContinued
....
 
 NSN 7540-01-152-8067
    
    
    
    OPTIONAL FORM 336 (4-86)Sponsored by GSAFAR (48 CFR) 53.110




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 ITEM NO.
    
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    QUANTITY
    
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    UNIT PRICE
    
    AMOUNT(A)
    
    (B)
    
    (C)
    
    (D)
    
    (E)
    
    (F)IT/System Engr/Business Process Analyst:CY2008 Est.
Hours n, Fixed Rate nCY2009 Est. Hours n, Fixed Rate nProgram Financial Control:CY2008 Est.
Hours n, Fixed Rate nCY2009 Est. Hours n, Fixed Rate nIT Admin/Technician:CY2008 Est. Hours n, Fixed Rate nCY2009 Est. Hours n, Fixed Rate nDirector, Tasking & AnalysisCY2009 Est. Hours  n, Fixed Rate nSatellite Collection ManageCY2009 Est. Hours n, Fixed Rate nGovernment Order ManagerCY2009 Est.
Hours n, Fixed Rate nSubcontractor Labor CategoriesProject Manager (SubK):CY2008 Est. Hours n, Fixed Rate nCY2009 Est. Hours n, Fixed Rate nSystems Analyst (SubK):CY2008 Est. Hours n, Fixed Rate nCY2009 Est. Hours n, Fixed Rate nDeveloper (SubK):CY2008 Est. Hours n, Fixed Rate nCY2009 Est. Hours n, Fixed Rate nAdd Item 0006 as follows:0006
    
    
    NextView COMMERCIAL IMAGERY PROGRAM
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.00Amount:
$112,500,000.00 (Option Line Item) 03/01/2010Fully Funded Obligation Amount$112,500,000.00Product/Service Code:   7640Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBESAccounting Info:Funded: $0.00Period of Performance: 04/01/2010 to 12/31/2010G-l Accounting and Appropriation DataContinued ...
 NSN 7540-01-152-8067
    
    
    
    OPTIONAL FORM 336 (4-86)Sponsored by GSAFAR (48 CFR) 53.110




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CONTINUATION SHEET
    
    REFERENCE NO. OF DOCUMENT BEING CONTINUED 
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    PAGE
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 ITEM NO.
    
    SUPPLIES/SERVICES
    
    QUANTITY
    
    UNIT
    
    UNIT PRICE
    
    AMOUNT(A)
    
    (B)
    
    (C)
    
    (D)
    
    (E)
    
    (F)ACRN Accounting and Appropriation Data
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amount9790100.4802
8A9 85CR OZ33XX SCP888 594C0 34345B 880300
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    12,390,640.509790100.4802 8A9 85R1 85R1DR PCIP88 594RE
35102B 880300 (NSCPG89217AS01)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    109,359.50Total:
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    12,500,000.00
 NSN 7540-01-152-8067
    
    
    
    OPTIONAL FORM 336 (4-86)Sponsored by GSAFAR (48 CFR) 53.110




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SECTION B  SUPPLIES OR SERVICES AND PRICES/COSTS
  B.1 Line Item 0001  Post-FOC COMMERCIAL IMAGERY
     B.2 Government Option 1
  Line Item 0002  Government Option 1: IMAGERY DERIVED PRODUCTS AND SERVICES
  $200,000,000 During Post-FOC Period
 $75,000,000 per year (see note 1) (see note 2)
 Note 1: Line Item 0002 funding is in addition to Line Item 0001.
Note 2: Line Item 0002 funding estimates are for Imagery Derived Products and Services cited in Table 4-6 of the Cost/Price Volume: Geopositioning, CIB-1, CIB-5, DPPDB, Image City Maps (ICM), and Orthorectified Mosaics.
 
 Page 2 of 31




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B.3 Total Contract Price/Total Contract Funding
 Line Item #
    
    Maximum Total Price
    
    Obligated Amount
    
    Unfunded Amount
    
    Credit0001 *
    
    $
    166,072,000
    
    
    $
    108,572,000
    
    
    $
    57,500,000
    
    
    $
    20,000,0000002
    
    $
    200,000,000
    
    
    $
    0
    
    
    $
    200,000,000
    
    
    
    N/A0003
    
    $
    96,100,000
    
    
    $
    96,100,000
    
    
    $
    0
    
    
    
    N/A0004
    
    $
    500,000
    
    
    $
    90,000
    
    
    $
    410,000
    
    
    
    N/A0005
    
    $
    4,000,000
    
    
    $
    2,261,360
    
    
    $
    1,738,640
    
    
    
    N/A0006
    
    $
    112,500,000
    
    
    $
    0
    
    
    $
    112,500,000Total **
    
    $
    579,172,000
    
    
    $
    207,023,360
    
    
    $
    372,148,640
    
    
    $
    20,000,000
 
 *
    
    A $20,000,000 in credit is applied against the funds due for CLIN 0001. Accordingly, the CLIN
0001 Obligated Amount column and CLIN 0001 Unfunded Amount columns when added will never exceed
$146,072,000; HOWEVER,
this difference may increase based on the final credit determination.**
    
    A $20,000,000 in credit is applied against the funds due for CLIN 0001. Accordingly, the
Total Obligated Amount
column and Total Unfunded Amount columns when added will be less then the Total Maximum Total
Price column by
the amount of the credit; HOWEVER, this difference may change if the credit applied to CLIN
0001 increases. B.4 Line Item CLIN 0003  IKONOS and OrbView-3 New Collections and Imagery Processing
     
 Page 3 of 31




---



##### 



1.
    
    GeoEye-1 FOC2.
    
    March 31, 2009*
 
 *
    
    CLIN 0003 unit prices contained in Appendix D, Table 4-2.a. of the SOW, Contract Attachment 1,
are effective February 1, 2007 through October 31, 2007. CLIN 0003 unit prices contained in Table
4-2.b. are effective November 1, 2007 and remain unchanged in the event that CLIN 0003 is extended
beyond December 31, 2008. B.5 Line Item CLIN 0004  Firewire Drives and Other Media
 $500,000 $500,000
  B.6 Line Item CLIN 0005  System Engineering Services Support
   B.7
Option Line Item 0006  Imagery Acquisition COMMERCIAL IMAGERY
     
 Page 4 of 31




---



##### 



F.5
Term of this Contract
  F.6 Place of Delivery
  F.7 52.242-15 Stop Work Order
    
    (Aug 1989)
 
 Page 9 of 31




---



##### 



G.8 Accounting and Appropriation Data
 Obligated
    
    
    CumulativeAction
    
    CLIN
    
    Fund Cite
    
    Funding
    
    
    TotalAward
    
    
    
    
    
    $
    0.00
    
    
    $
    0.000003
    
    9770100.4802 8A7 85K1 P533C3 ASK888 59401 34345B 880300
    
    $
    34,000,000.00P00002
    
    0003
    
    9770100.4802 8A7 85K1 P533C3 ASK888 59401 35102B 880300
    
    $
    20,000,000.000004
    
    9770100.4802 8A7 85K1 K317L3 ASK888 619A2 34345B 880300
    
    $
    90,000.00
    
    
    $
    54,090,000.00$
    54,090,000.000003
    
    9770100.4802 8A7 85K1 P533C3 ASK888 59401 34345B 880300
    
    $
    (8,472.37
    )P00003
    
    0003
    
    9770100.4802 8A7 85R1 85R1DR PC1P88 594RE 35102B 880300
    
    $
    8,472.37
    
    
    $
    54,090,000.00$
    0P00004
    
    0003
    
    9780100.4802 8A8 85CR P533XX 594 SC8888 35102B 880300
    
    $
    2,000,000.00
    
    
    $
    56,090,000.000003
    
    9780100.4802 8A8 85CR OU33XX 594C SC8888 34345B 880300
    
    $
    18,410,000.00P00005
    
    0003
    
    9780100.4802 8A8 85CR P533XX 594C SC8888 35102B 880300
    
    $
    6,890,000.00
    
    
    $
    81,090,000.00$
    25,000,000.00P00006
    
    0003
    
    9780100.4802 8A8 85CR OU33XX SC8888 594C 34345B 880300
    
    $
    12,700,000.00
    
    
    $
    93,790,000.000003
    
    9780100.4802 8A8 85CR OU33XX 594C SC8888 34345B 880300
    
    $
    5,000,000.00P00009
    
    0003
    
    9780100.4802 8A8 85CR P533XX 594C SC8888 35102B 880300
    
    $
    5,000,000.00
    
    
    $
    103,790,000.00$
    10,000,000.00P00010
    
    0003
    
    9780100.4802 8A8 85CR OU33XX SC8888 594C 34345B 880300
    
    $
    10,000,000.00
    
    
    $
    114,090,000.00P00011
    
    000501
    
    9780100.4802 8A8 85CR AK17XX ASK888 592F 34345B 880300
    
    $
    25,392.00
    
    
    $
    114,115,392.000003
    
    9780100.4802 8A8 85CR OU33XX SC8888 594C 34345B 880300
    
    $
    (54,293.20
    )P00012
    
    0003
    
    9780100.4802 8A8 85R1 85R1DR PCIP88
594RE 35102B 880300
    
    $
    54,293.20
    
    
    $
    114,115,392.00$
    0P00013
    
    000502
    
    9780400.4802 8E8 85CR P542D4 ASK888 58860 35102B 880300
    
    $
    1,500,000.00
    
    
    $
    115,615,392.00P00014
    
    000502
    
    9780400.4802 8E8 85CR P542D4 ASK888 58860 35102B 880300
    
    $
    385,968.00
    
    
    $
    116,001,360.000003
    
    9780100.4802 8A8 85CR OU33XX 594C SC8888 34345B 880300
    
    $
    (1,000,000.00
    )0003
    
    9780100.4802 8A8 85CR OU33XX SC8888 594C 34345B 880300
    
    $
    (23,000,000.00
    )P00015
    
    0001
    
    9780100.4802 8A8 85CR OU33XX 594C SC8888 34345B 880300
    
    $
    1,000,000.00
    
    
    $
    116,001,360.000001
    
    9780100.4802 8A8 85CR OU33XX SC8888 594C 34345B 880300
    
    $
    23,000,000.00$
    0.000001
    
    9790100.4802 8A9 85CR OZ29XX SCP888 594C 34345B 880300
    
    $
    21,000,000.00P00017
    
    0001
    
    9790100.4802 8A9 85CR P533XX SCP888 594C 35102B 880300
    
    $
    10,100,000.00
    
    
    $
    147,101,360.00$
    31,100,000.000001
    
    9780100.4802 8A8 85CR OU33XX SC8888 594C 34345B 880300
    
    $
    (4,100,000.00
    )P00018
    
    0003
    
    9780100.4802 8A8 85CR OU33XX SC8888 594C 34345B 880300
    
    $
    4,100,000.00
    
    
    $
    147,101,360.00$
    0.000001
    
    9790100.4802 8A9 85CR OZ29XX SCP888 594C 34345B 880300
    
    $
    (2,00,000.00
    )P00019
    
    0003
    
    9790100.4802 8A9 85CR OZ29XX SCP888 594C 34345B 880300
    
    $
    2,000,000.00
    
    
    $
    147,101,360.00$
    0.000001
    
    9790100.4802 8A9 85CR P533XX SCP888 594C 35102B 880300
    
    $
    10,644,000.00P00021
    
    0001
    
    9790100.4802 8A9 85CR OZ33XX SCP888 594C 34345B 880300
    
    $
    36,428,000.00
    
    
    $
    194,173,360.00$
    47,072,000.00P00022
    
    000502
    
    9780400.4802 8E8 85CR AK17XX ASK888 58860 34345B 880300
    
    $
    350,000.00
    
    
    $
    194,523,360.000001
    
    9790100.4802 8A9 85R1 85R1DR PCIP88 594RE 35I02B 880300
    
    $
    109,359.50P0023
    
    0001
    
    9790100.4802 8A9 85CR OZ33XX SCP888 594C0 34345B 880300
    
    $
    12,390,640.50
    
    
    $
    207,023,360.00$
    12,500,000.00
 
 Page 13 of 31




---



##### 



H.25 NGA: 5X52.227-9001 Activities That Affect U.S. Persons (DEC 2004)
  H.26 Warranty of Services (May 2001)
 (a) Definitions.
 within 30 days from the date of acceptance by the Government for
the service provided. 
    H.27 Emergencies, Disasters, and Humanitarian Efforts
    H.28 Exercise of Options
  H.29 Segregation of Costs
  
 Page 21A of 31




---



##### 



52.215-21 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data
 Modifications (Oct 1997)
 52.216-22 Indefinite Quantity (Oct 1995) (applicable to CLINs 0002, 0003 and 0004)
    December 31, 2012
 52.217-2 Cancellation Under Multi-Year Contracts (OCT 1997) (Modified)
 (1)
    
    Cancellation, as used in this clause, means that the Government is canceling its
requirements for all supplies or services in program years subsequent to that in which notice
of cancellation is provided.
 (a)
    
    Except for cancellation under this clause or termination under the Default
clause, any reduction by the Contracting Officer in the requirements of this contract
shall be considered a termination under the Termination for Convenience of the Government
clause.
 
 Page 29 of 31




---



##### 



(b)
    
    The ceiling for Government liability for cancellation costs and termination for
convenience costs shall be equivalent to the funds obligated on the Contract at the time
of termination minus the payments made under the Contract.(c)
    
    The cancellation charge shall be computed and the claim submitted as if the claim
were being made under the Termination for Convenience of the Government clause of this
contract. The Contractor shall submit the claim promptly but no later than 1 year from
the date  (1) Of notification of the nonavailability of funds; or (2) Specified in the
Schedule by which notification of the availability of additional funds for the next
succeeding program year is required to be issued, whichever is earlier, unless extensions
in writing are granted by the Contracting Officer.(d)
    
    The Contractors claim may include (e)
    
    (1)     Reasonable nonrecurring costs (see Subpart 15.4 of the Federal Acquisition Regulation)
which
are applicable to and normally would have been amortized in all supplies or services
which are multi-year requirements;
 (2)
    
    Allocable portions of the costs of facilities
acquired or established for the conduct of the work, to the extent that it is
impracticable for the Contractor to use the facilities in its commercial work, and if
the costs are not charged to the contract through overhead or otherwise depreciated;(3)
    
    Costs incurred for the assembly, training, and transportation to and from the
job site of a specialized work force; and(4)
    
    Costs not amortized solely because the cancellation had precluded anticipated
benefits of Contractor or subcontractor learning.
 (f)
    
    The claim shall not include 
 (1)
    
    Labor, material, or other expenses incurred by the Contractor or subcontractors for
performance of the
canceled work;(2)
    
    Any cost already paid to the Contractor;(3)
    
    Anticipated profit or unearned fee on the canceled work; or(4)
    
    For service contracts, the remaining useful commercial life of facilities. Useful
commercial life
means the commercial utility of the facilities rather than their physical life with due
consideration given to such factors as location of facilities, their specialized
nature, and obsolescence.
 (g)
    
    In no case shall no case shall government cost accounting standards be applicable to
this clause or
Contract. In the event that the clause refers to cost accounting standard, the parties
will substitute GAAP.
 52.217-9 Option to Extend the Term the Contract MAR 2000
 (a)
    
    The Government may extend the term of this contract by written notice to the Contractor
during the Pre-FOC phase and or the Post-FOC phase.
 (b)
    
    If the Government exercises this option, the extended contract shall be considered to
include this option clause.
 (c)
    
    The total duration of this contract during the Imagery Acquisition phase, including the
exercise of any options under this clause, shall not exceed 6 years.
 
 Page 30 of 31




---



##### 



SECTION J  LIST OF ATTACHMENTS
 Attachment
    
    
    Description1
    
    
    NextView Statement of Work (SOW) Revision Version 16 dated 04 August 20092
    
    
    Government Furnished Property3
    
    
    DD254, Contract Security Classification Specification Revision 4 dated May
12, 20094
    
    
    List of Data Delivered with Government Purpose Rights5
    
    
    List of Data with Limited Rights6
    
    
    Statement of Work, NextView System Engineering Services dated October 31,
2007
 
 Page 31 of 31




---



##### 



NextView-ORBIMAGE
 Volume
8.0
Revised Version 16
 Statement of Work
 For:
    
    By:National Geospatial-Intelligence Agency
    
    ORBIMAGE, Inc.4600 Sangamore Road
    
    21700 Atlantic BoulevardBethesda, MD 20816-5003
    
    Dulles, VA 20166
 04 AUG 09
 
 
 Restrictions on Use, Publication, or Disclosure of Proprietary Information
  WARNING: The export of technical data without approval from the U.S. Department of State is
prohibited by the Arms Export Control Act, Title 22, U.S.C., Sec. 2751, et seq. and the
International Traffic in Arms Regulations (ITAR), 22 C.F.R. Sec 120, et seq. Violations of these
laws and regulations carry severe criminal penalties.




---



##### 



Contract # HM1573-04-C-0014
    

(ORBIMAGE LOGO)
  4.1.2.5
    
    System Design Baseline, System Integration Plan, System, Subsystem and Component Testing Plan and Updates
  4.1.2.6
    
    Additional Reporting Requirements
  4.1.2.6.1
    
    Daily Operation Capability Report
 only:
 4.1.2.6.2
    
    Daily Status&Accounting Report
  a. Requisition Line Item IDb. Requisition Line Editionc. Actual Admin BPU (cost of imagery)d. Square Kilometers Collectede. Shipping Datef. Order Completed Dateg. Regionh. Percent of Order Completedi. CLIN Number
  4.1.2.6.3
    
    NextView Quality Plan
  4.1.3
    
    Security
  4.1.3.1
    
    Communications WithNGA
  4.1.3.2
    
    Handling, Storage and Use of Government-Furnished Information
  
 Volume 8 Statement of Work  August 4, 2009
    
    Page 5




---



##### 



Contract # HM1573-04-C-0014
    
    (ORBIMAGE LOGO)
 APPENDIX F
SERVICE LEVEL AGREEMENT
SCHEDULE AND PRICING
  SECTION 1.0
    
    SLA PERIOD, PRICING TERMS AND PAYMENT SCHEDULE
   SECTION 2.0
    
    SERVICES
 Section 2.1 Overview
  
    
    Providing Imagery, Imagery Support Data, Collection Plans, Five-Day Forecast, and Tasking
Information History via the System Interfaces described in SOW Section 3.1 and SOW Section
4.2.6.
    
    Providing electronic connectivity between the USG Point of Presence and ORBIMAGE production
facilities
    
    Post-FOC Reporting
    
    Maintaining an Imagery Archive within ORBIMAGE facilities providing NGA real-time access
and/or dissemination of processed imagery, imagery support and data, imagery-derived products
    
    Withholding sensitive imagery and imagery support data collected on behalf of NGA from public
discovery and access
    
    Hosting Monthly PMRs; Face-to-face meetings quarterly, at a minimum
 Section 2.2   Service Level Agreement
 g g g
 
 Volume 8 Statement of Work  August 4, 2009
    
    Page F-1




---



##### 



Contract # HM1573-04-C-0014
    
    (ORBIMAGE LOGO)
  ́  ́
   Section 2.2.2 Part 2 Indefinite Quantity Ad Hoc Collection Service
  within outside g
     
 Volume 8 Statement of Work  August 4, 2009
    
    Page F-3




---



##### 



Contract # HM1573-04-C-0014
    
    (ORBIMAGE LOGO)
  Section 2.2.3 Part 3 Archive Data Access Service
   Section 2.2.4 Permanent Withhold Service
 ~  ́
  Section 2.2.5 Image Product Library Access
  1.
    
    Either be physically or logically separated from contractors commercial archive.2.
    
    Store imagery products in the format in which they were originally delivered to NGA.3.
    
    Support at least 10 days of product online vice near-line storage.
 
    
    Products older than 10 days may migrate to a near-line robotic tape archive
system which shall accommodate an average access latency time no greater than 15
minutes.
 
 Volume 8 Statement of Work  August 4, 2009
    
    Page F-4




---



##### 



Contract # HM1573-04-C-0014
    

(ORBIMAGE LOGO)
    
 Section 2.2.6 Areas of Interest and Events
   Section 2.3 Metrics Reporting/Reports and Performance Criteria
 November 30,
2009
 Metrics and Performance Criteria to be reported by Contractor:
 
    
    Reporting will be global.
    
    The success of a Perfomance Criteria will be binary, meaning that the
contractor will either
achieve the required threshold performance level for particular criterion and be paid
the full
amount for that criterion, or the contractor will not achieve the criteria and the
payment (Hold
Back) will be earned as discussed above.
    
    The metrics and thresholds will be reviewed between NGA and the contractor
semi-annually
or more frequently if mutually agreed to.
 
 Volume 8 Statement of Work  August 4, 2009
    
    Page F-5




---



##### 



Contract # HM1573-04-C-0014
    
    (ORBIMAGE LOGO)
 Section 2.3.1 Metrics Reporting/Reports
  
    
    The number of tasking, archive, and mixed RFQs by region
    
    The number of tasking, archive, and mixed orders by region
    
    Area and routine sqkm delivered by product type by region
    
    Area and routine sqkm delivered by region by cloud
cover
    
    Ad hoc sqkm tasked by priority by region
    
    Ad hoc sqkm delivered by priority by region by cloud cover
    
    Number of products delivered to NGA by product type
  
    
    Accuracy
 
    
    CE 90 (GeoEye-1 and IKONOS)
    
    LE 90 (GeoEye-1)
 
    
    MTF (GeoEye-1)
    
    Relative edge response (RER) (GeoEye-1)
    
    Signal to noise ration (SNR) (GeoEye-1)
  
    
    Satellite Orbital and Attitude Maneuverability Information Report (GeoEye-1 only)
    
    Test Plans and Procedures
 Section 2.3.2 Performance Criteria
  Performance
Criteria
 Indicator
    
    
    
    Measure
    
    Monitoring Method
    
    
    Hold Back1
    
    Quantity
    
    Area
    
    95% of World Map Sqkm Delivered
    
    IPL Shapefiles
    
    
    20
    %2
    
    Quantity
    
    Area
    
    90% of NGA prioritized areas and/or regions (a subset of World Map)
    
    IPL Shapefiles
    
    
    20
    %3
    
    Quantity
    
    Area
    
    90% of Planned Cells Delivered
    
    Order Completion Report
    
    
    20
    %4
    
    Timeliness
    
    Ad Hoc
    
    95% of Ordered Ad Hoc Requirements Delivered on Time
    
    Order Completion Report
    
    
    20
    %5
    
    Timeliness
    
    Area
    
    90% World Map sqkm delivered on Routine Timeline (within 24 Hours)
    
    (TBD)
    
    
    20
    %
 Table 2. Performance Criteria
  
 Volume 8 Statement of Work  August 4, 2009
    
    Page F-6




---



##### 



Contract # HM1573-04-C-0014
    
    (ORBIMAGE LOGO)
  SECTION 3.0 OTHER
 Section 3.1 Pre-FOC Credit
  Section 3.2 Imagery Technical Parameters
  Section 3.3 Mandatory Pre-emptive Priority rating
  Mandatory Pre-emptive Priority Order Timeline:
 Mandatory
Pre-emptive Priority Delivery Timeline (GeoEye-1 Only): £
 Section 3.4 Option for Direct Downlink Capability
  Section 3.5 Compliances
  
 Volume 8 Statement of Work  August 4, 2009
    
    Page F-7