##### 



Exhibit 4.19

CONFIDENTIAL TREATMENT REQUESTEDThe asterisked (**) portions of this document have been 
omitted and filed separately with the Securities and 
Exchange Commission pursuant to a request for confidential
treatment.
 INTELSAT GLOBAL SERVICE CORPORATION
3400 International Drive, N.W.
Washington, D.C. 20008-3006 Amendment No. 8 to
Intelsat Ref Contract No. INTEL-824
Contract Number E/88FMR-470902 BETWEEN INTELSAT GLOBAL SERVICE CORPORATION
(Intelsat) and CHINA NATIONAL INSTRUMENTS
IMPORT AND EXPORT CORPORATION
(ON BEHALF OF BEIJING COMMUNICATION CORPORATION)
18, TAIPINGHU DONG LI
XICHENG DISTRICT
BEIJING 100031, CHINA for Monitoring Facilities and Services Date: 5 March 2004




---



##### 



This Amendment No. 8, effective as of 1 January 2004 and entered into this
5th day of March, 2004 by and between Intelsat Global Service Corporation
(Intelsat), a company incorporated under the laws of the State of Delaware,
U.S.A., with offices located in Washington, D.C., U.S.A. and China National
Instruments Import and Export Corporation, on behalf of Beijing Communications
Corporation (hereinafter referred to as Contractor), a corporation organized
and existing under the laws of the Peoples Republic of China, with offices and
its principal place of business located at 18, Taipinghu Dong Li, Xicheng
District, Beijing 100031, China. WITNESSETH THAT: WHEREAS, the Parties entered into Contract INTEL-824, dated 13 February
1989 (hereinafter referred to as the Contract); for the purpose of providing
Tracking, Telemetry, Command and Monitoring (TTC&M) Facilities and Services at
the Beijing Earth Station; WHEREAS, Beijing Telecom changed is name to Beijing Communications
Corporation (abbreviated as BCC); WHEREAS, in order to comply with U.S. Government regulatory requirements
Intelsat is required to discontinue of all Tracking, Telemetry, and Command
(TT&C) services at the Beijing earth station. Effective 1 January 2004, the
Parties have agreed to modify the Contract to remove TT&C Services from the
Statement of Work. The Parties have agreed that Monitoring Services shall
continue at a reduced Contract Price following the discontinuation of TT&C
Services. The Contractor has agreed not to seek Amendment No. 8 to
INTEL-824
Page 1




---



##### 



payment from Intelsat of
termination charges that may be due as a result of such discontinuation of
services. WHEREAS, The Parties have agreed to revise the price of the refurbishment
and retrofit activities and to allow Intelsat the opportunity to delete such
activities (and the associated prices) on an annual basis. NOW THEREFORE, in consideration of the foregoing premises and the
covenants set forth below, the Parties agree that the Contract as amended by
Amendments Numbers. 1, 2, 3, 4, 5, 6 and 7, is hereby further amended as
follows:  1.
    
    Amend the Contract title to Monitoring Services and Facilities.2.
    
    In Exhibit 1, Statement of Work:  A.
      
      Add the following to the Table of Contents:Annex J Statement of Work for Beijing Monitoring ServicesB.
      
      Add the following to paragraph 1.1:Annex J Statement of Work for Beijing Monitoring Services Annex J is attached hereto and incorporated into the Contract.  3.
    
    In Article 3, Charges, paragraph A, in the section of the
paragraph relating to the Operational Period, delete the sub-paragraph
(iii) and substitute the following therefore: (iii) Years 11-15: (1 September 2002 through 31 August 2007) Pay Period
        
        Year 11
        
        Year 12
        Year 13
        
        Year 14
        
        Year 159/02-8/03
        
        9/03-12/03
        
        1/04-8/04
        
        9/04-8/05
        
        9/05-8/06
        
        9/06-8/07Facility Charges
        
        
        *
        
        
        
        *
        
        
        
        *
        
        
        
        *
        
        
        
        *
        
        
        
        *O&M Charges
        
        
        *
        
        
        
        *
        
        
        
        *
        
        
        
        *
        
        
        
        *
        
        
        
        *Equipment
        
        
        *
        
        
        
        *
        
        
        
        *
        
        
        
        *
        
        
        
        *
        
        
        
        *
 Amendment No. 8 to
INTEL-824
Page 2




---



##### 



RetrofitTotal for Period
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *Quarterly Payments1st Quarter
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *2nd Quarter
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *3rd Quarter
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *4th Quarter
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *TOTAL
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
 Total for years 11 through 15: * Notes: A. The equipment retrofit activities are identified in Attachment 1 to Table 1
dated 20 August 1996 attached hereto. Intelsat may remove any activities by
advising the Contractor within 30 days of 1 January each year. For equipment
retrofit activities removed by Intelsat a corresponding prorated reduction of
the equipment retrofit prices shall be made based on the prices detailed in
Attachment 1 to Table 1. B. Such prices do not include spares for Intelsat Furnished Equipment.  4.
    
    In Article 3, Charges, paragraph B, add the following: xviii  The Parties shall work together to explore any potential
commercial use of Intelsat Furnished Equipment which is made available
following the removal of TT&C services. Any services offered shall be
compliant with any applicable laws. Staffing and facility resources shall
be available for this purpose at no extra cost to Intelsat. Amendment No. 8 to
INTEL-824
Page 3




---



##### 



EXCEPT as provided in this Amendment No. 8, all other terms and conditions
of the Contract shall remain in full force and effect. IN WITNESS WHEREOF, the parties have, as their free acts and deeds, caused
this Amendment No. 8 to be executed by their respective duly authorized
representatives. China National Instruments
            Import and Export Corp. (On behalf of Beijing Communication Corporation)
            (Contractor)
        
        
        
        Intelsat Global Service
            Corporation
            (Intelsat)By:
        
        /s/ Wang Guang-Cai
        
        By:
        
        /s/ R.B. Mulholland,
            Jr.(Signed)
        
        
        
        (Signed)Wang Guang-Cai
        
        
        
        R.B. Mulholland, Jr.(Typed)
        
        
        
        (Typed)Title:
        
        General Manager
        
        Title:
        
        Manager, Contracts &
            SalesDate:
        
        16 January 2004
        
        Date:
        
        5 March 2004Beijing Communication
            
            Corporation 
            (Contractor)By:
        
        /s/ He Zai-Jiang(Signed)He Zai-Jiang(Typed)Title:
        
        Deputy Chief EngineerDate:
        
        16 January 2004
 Amendment No. 8 to
INTEL-824
Page 4




---



##### 



STATEMENT OF WORK FOR BEIJINGMONITORING SERVICES

CONTRACT INTEL-824
(E/88FMR-470902)

8 August 2002

This document is proprietary to
Intelsat and must be treated on a confidential basis.  It may be used
solely for Intelsat purposes.
Use or disclosure of this document, or the information contained herein,
for any other purpose is not permitted without prior written authorization.





---



##### 



TABLE OF CONTENTS

|                          |                                                          |                              |   |   |   | 
|------------------------- | -------------------------------------------------------- | ---------------------------- | - | - | - | 
|1 INTRODUCTION            |                                                          |                              | 1 |  
|                         
|                          | 1.1 DEGREE OF COMPLIANCE                                 |                              |   | 1 |  
|                         
|2 SCOPE OF WORK           |                                                          |                              | 1 |  
|                         
|                          | 2.1   SERVICES TO BE TERMINATED AT BEIJING               |                              |   | 1 |  
|                          | 2.2   SERVICES TO CONTINUE AT BEIJING                    |                              |   | 1 |  
|                          |                                                          | 2.2.1 MONITORING SERVICES    |   |   | 1 | 
|                          |                                                          | 2.2.2 COMMUNICATION SERVICES |   |   | 2 | 
|                          | 2.3   SYSTEM OPERATIONS, MAINTENANCE AND REPAIR SUPPORT  |                              |   | 2 |  
|                          | 2.4   REMOVAL OF TT&C INTELSAT FURNISHED EQUIPMENT (IFE) |                              |   | 2 |  
|                         
|3 CONTRACTOR DELIVERABLES |                                                          |                              | 2 |  
|                         
|                          | 3.1   CONTRACTOR STAFF SUPPORT                           |                              |   | 2 |  
|                          | 3.2   QUALIFIED PERSONNEL                                |                              |   | 2 |  
|                          | 3.3   STAFF AVAILABILITY AND RESPONSE TIME               |                              |   | 3 |  
|                          | 3.4   O & M PROCEDURES                                   |                              |   | 3 |  
|                          | 3.5   LOCAL OPERATION                                    |                              |   | 4 |  
|                          | 3.6   EVENTS AND ALARMS                                  |                              |   | 4 |  
|                          | 3.7   ENVIRONMENTAL HAZARDS                              |                              |   | 4 |  
|                          | 3.8   COMMUNICATIONS CIRCUITS                            |                              |   | 4 |  
|                          | 3.9   MAINTENANCE AND REPAIR SERVICES                    |                              |   | 4 |  
|                          | 3.10 ROUTINE MAINTENANCE                                 |                              |   | 4 |  
|                          | 3.11 REPAIRS                                             |                              |   | 4 |  
|                          | 3.12 PERIODIC CALIBRATIONS                               |                              |   | 5 |  
|                          | 3.13 OUTSIDE CONTRACT MAINTENANCE                        |                              |   | 5 |  
|                          | 3.14 MAINTENANCE AND REPAIR RECORDS                      |                              |   | 5 |  
|                          | 3.15 GENERAL PURPOSE TOOLS AND TEST EQUIPMENT            |                              |   | 5 |  
|                         
|4 INTELSAT DELIVERABLES   |                                                          |                              | 6 |  
|                         
|                          | 4.1   O & M PROCEDURES                                   |                              |   | 6 |  
|                          | 4.2   SPARE PARTS                                        |                              |   | 6 |  
|                          | 4.3   SUPPORT FOR SYSTEM UPGRADES                        |                              |   | 6 |  
|                          | 4.4   SPECIAL PURPOSE TEST EQUIPMENT AND TOOLS           |                              |   | 6 |  
|                          | 4.5   SITE INSPECTIONS                                   |                              |   | 7 |  
|                         
|5 PERIOD OF PERFORMANCE   |                                                          |                              | 7 |  

This document is proprietary to
Intelsat and must be treated on a confidential basis.  It may be used
solely for Intelsat purposes.
Use or disclosure of this document, or the information contained herein,
for any other purpose is not permitted without prior written authorization.





---



##### 



1 Introduction

With the privatization of Intelsat on 18 July 2001, Intelsat came under the
jurisdiction of the United States Government regulations regarding export
control of hardware, software, and technical information. As a result of
compliance with these regulations, Intelsat is required to remove all
Telemetry, Tracking and Command (TT&C) service from the Beijing earth station.

This Statement of Work (SOW) defines the modifications required by Intelsat to
comply with these regulatory obligations. To that effect, the Beijing earth
station will be reconfigured to operate as a Monitoring-only station in support
of Intelsat-owned and Intelsat-supported satellites in geo-stationary orbit.
Intelsat Monitoring services are currently defined as Communications System
Monitoring (CSM), Remote Spectrum Analyzer Network (RSAN), Transmitter Locator
System (TLS), and In Orbit Testing (IOT).

This change in service is estimated to take place 1 January 2003.

The changes described in this Statement of Work for contract Intel-824
have no impact on other contracts in place between BT and Intelsat for TDMA and
DAMA services.

1.1    Degree of Compliance

The degree of compliance to the requirements specified in this document
are defined as follows:



| |    |                                                                                                                                                                                                 
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | shall indicates that absolute compliance by the Contractor is
required. Any exceptions taken (e.g., to propose better alternatives)
must be explained and are subject to approval by Intelsat.



| |    |                                                                                                                                                   
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | should or preferred indicates Intelsats preference. Use of an
alternative approach by the System Provider is permitted but must be
justified.



| |    |                                                                                      
| | -- | -------------------------------------------------------------------------------------
| | c) | may indicates areas in which an alternate approach by the
Contractor is acceptable.



| |    |                                                                                                                                                                                                    
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | d) | will indicates clarifying information to describe the
responsibilities assumed and/or actions to be taken by Intelsat
including provision of information, documentation, hardware, software,
etc.

2    Scope of Work

2.1    Services to be Terminated at Beijing

The Intelsat TT&C services that
shallbe terminated at the Beijing earth station include:



| |  |  | C-Band Launch and Early Orbit Phase (LEOP) with antenna BET-01T;                                                                    
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Ku-Band LEOP with antenna BET-02T; and                                                                                              
|
| |  |  | Geo-stationary C-Band Tracking, Telemetry, and Control (TT&C) with
antennas BET-01T, BET-02T, BET-03L, BET-04L, BET-05L, and BET-06L

2.2    Services to Continue at Beijing

2.2.1    Monitoring Services



| |                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------
| | All Intelsat
Monitoring services at Beijing earth station shallcontinue as
currently provided. These services include:



| |  |  | C-Band CSM, RSAN and TLS services with antennas BET-01T,
BET-02T,BET-06L, PEK-03A, and PEK-09A;
| | - |  | -----------------------------------------------------------------------------------------------

This document is proprietary to
Intelsat and must be treated on a confidential basis.  It may be used
solely for Intelsat purposes.
Use or disclosure of this document, or the information contained herein,
for any other purpose is not permitted without prior written authorization.

1



---



##### 





| |  |  | Ku-Band CSM, RSAN and TLS services with antenna BET-02T;
| | - |  | --------------------------------------------------------
|
| |  |  | C-Band IOT service with antenna BET-01T; and            
|
| |  |  | Ku-Band IOT service with antenna BET-02T                

2.2.2    Communication Services

Continuity of redundant communication
links with IOC in Washington DC shallbe maintained at all times. These services are provided via PEK-09A over the 60
degrees East satellite and PEK-10F1 over the 176 degrees East satellite.

2.3    System Operations, Maintenance and Repair Support

BT shallarrange for operational support for the remaining term of the
Contract, to ensure safe and continuous operation of the Monitoring systems.
Cooperation with INTELSAT headquarters to ensure efficient operation willbe
necessary.

2.4    Removal of TT&C Intelsat Furnished Equipment (IFE)

At the same time the three (3) month notice referenced in section 1 above is
sent to BT, Intelsat willalso provide an Engineering Change document detailing
changes needed to the Beijing site in order to de-install and return the TT&C
equipment as directed. Beijing staff shallassist with the removal of all
specified IFE as necessary. Assistance with logistics for the export and/or
disposal of the specified IFE shallalso be required. Intelsat willreimburse
all reasonable expenses incurred by BT in completing these tasks.

3    Contractor Deliverables

The Contractor shallprovide host station facilities to support the Monitoring
services.

The Contractor shalloperate and maintain the Contractor-furnished host station
equipment and the Intelsat-furnished equipment required to support the
monitoring services.

3.1    Contractor Staff Support

The Monitoring systems are operated remotely from INTELSAT Headquarters (HQ).

Support may be required to test the equipment off-line with test equipment
and/or remotely from the Intelsat Operating Center (IOC). In this case,
Intelsat staff willfollow documented diagnostic procedures to test the
Monitoring systems. Host Station technicians may be requested to perform any
required tests and/or to configure the monitoring systems according to Intelsat
provided procedures.

Intelsat may request host station personnel to replace equipment modules with
available spares and ship defective/replacement modules to/from Intelsat, in
case of equipment failures, upon request.

Support may be requested to assist Intelsat personnel in pointing steerable
antennas in case of failure of remote control systems, performing hardware
troubleshooting, and assisting in maintenance tasks such as starting/stopping
computers, or CDROMS, etc.

3.2    Qualified Personnel

The Contractor shallundertake to supply the services of qualified technicians
who are already conversant with the maintenance and repair of the Intelsat
Monitoring systems.

This document is proprietary to
Intelsat and must be treated on a confidential basis.  It may be used
solely for Intelsat purposes.
Use or disclosure of this document, or the information contained herein,
for any other purpose is not permitted without prior written authorization.

2



---



##### 



3.3    Staff Availability and Response Time

The Contractor shallundertake to make available trained and qualified
technicians on the following basis:



| |    |                                                                                  
| | -- | ---------------------------------------------------------------------------------
| | a) | On call with two (2) hour response time during normal weekday hours of operation.

| |    |                                                                                                                         
| | -- | ------------------------------------------------------------------------------------------------------------------------
| | b) | Night, weekend and holiday operations  on call with next-business-day (morning) response time at night and on holidays.

| |    |                                                                                                                                                                                                                            
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c) | Best possible response during emergencies, or critical satellite operation  as specifically requested by Intelsat. Intelsat undertakes
to provide as much advance notice as possible of such critical
satellite operations.

Intelsat estimates that on average the staffing level requirements will not
exceed approximately 1000 hours per year for all work required under this
Statement of Work. The Contractor shalltabulate expended hours and tasks each
quarter and report these hours as part of its routine invoice submitted
quarterly to Intelsat. Once each year the Contractor may submit substantiated
charges in excess of the 1000 hours for approval by Intelsat.

The Contractor shallmaintain the availability of two trained staff for the
duration of the Contract, for long-term operational, maintenance, and repair
support during the period of performance of the contract, including the
procurement of vendor maintenance contracts as necessary. These staff need not
be constantly on site, but they shallprovide assistance with response time as
detailed above.

Designated support staff shallbe available via telephone to assist Intelsat
personnel in pointing steerable antennas, performing hardware troubleshooting,
and assisting in maintenance tasks such as starting/stopping computers, or
CDROMS, etc.

Designated support staff should normally be retained for at least one year in
such a position, preserving the investment in training. If a Monitoring
support staff member is transferred or replaced, the Contractor shallinform
Intelsat of such action in writing within 30 days, and allow Intelsat to
influence the selection of a replacement.

3.4    O & M Procedures

Operation and Maintenance Procedures, as provided by Intelsat, shallbe
followed. When any such procedures cause conflict with standard procedures of
the Host Station, the Contractor and Intelsat willformulate a mutually
agreeable solution. These procedures include, but are not limited to:



| |    |                                                                                                         
| | -- | --------------------------------------------------------------------------------------------------------
| | a) | Standard Operating Procedures for providing status
information, parts requests, and reports to Intelsat;



| |    |                                                                                                            
| | -- | -----------------------------------------------------------------------------------------------------------
| | b) | Procedures to maintain a current inventory, including on-line
and spare IFE (Intelsat furnished equipment);



| |    |                                                                          
| | -- | -------------------------------------------------------------------------
| | c) | Procedures and practices to complete routine monthly
maintenance for IFE;



| |    |                                                                        
| | -- | -----------------------------------------------------------------------
| | d) | Diagnostic procedures to support testing of all monitoring
systems; and



| |    |                                                                                                                                                                                                                 
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | e) | Procedures and Engineering Changes in support of all changes to IFE equipment and software affecting the Monitoring Systems. All
changes are to be coordinated and approved by Intelsat prior to
implementation.

This document is proprietary to
Intelsat and must be treated on a confidential basis.  It may be used
solely for Intelsat purposes.
Use or disclosure of this document, or the information contained herein,
for any other purpose is not permitted without prior written authorization.

3



---



##### 



3.5    Local Operation

The Monitoring system and equipment includes capability for full local
operation, by switching the front panel controls of individual equipment to the
local position. This capability allows maintenance and repair work to be
accomplished on component equipment. It shallbe the responsibility of the
Host Station shift staff to ensure safe operation of the equipment when the
local capabilities are exercised.

3.6    Events and Alarms

Station staff shallbe responsible to alert IOC of any conditions that pose a
threat to the efficient, accurate functioning of the Monitoring systems.

3.7    Environmental Hazards

Host station personnel shallbe responsible to ensure that all Monitoring
systems are maintained within a conditioned environment with adequate equipment
rack cooling to ensure proper equipment operation. As a reference, all IFE must
operate within the vendor specified equipment operational guidelines for
cooling.

3.8    Communications Circuits

Continuity of redundant communication links with the IOC in Washington, DC
shall be maintained at all times. In all cases, best efforts shallbe made to
establish and maintain all communication links used for the Monitoring system.

3.9    Maintenance and Repair services



|a) |  | Any planned downtime for scheduled maintenance of the Host Station
facility that affects operation of one or more of the Monitoring systems
shallbe coordinated with Intelsat a minimum of five days in advance.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b) |  | Host Station personnel shallnotify the IOC on occurrence of unplanned
maintenance due to emergencies or unforeseen equipment malfunctions that
affect the operation of one or more Monitoring systems.          

3.10    Routine Maintenance

The Host Station staff shallprovide routine monthly maintenance for all
Monitoring systems equipment, to be accomplished in accordance with procedures
and practices to be provided by Intelsat. It is anticipated that these
activities would require an average of three man-days per month of effort by
trained earth station technicians.

3.11    Repairs

In the event that Monitoring system equipment is in need of repair, Intelsat
will request Host Station staff to accomplish or assist in the repair of the
equipment. The Host Station shallundertake to provide appropriate staff to
accomplish the repair in accordance with the staff availability as described
above, or as part of a third-party maintenance agreement. Spare parts for each
Monitoring system willbe provided

This document is proprietary to
Intelsat and must be treated on a confidential basis.  It may be used
solely for Intelsat purposes.
Use or disclosure of this document, or the information contained herein,
for any other purpose is not permitted without prior written authorization.

4



---



##### 



by Intelsat unless the equipment in question was originally provided and
installed by the Host Station, in which case the Warranty agreement willhold,
or covered under third-party maintenance agreements.

Intelsat mayrequest host station personnel to replace equipment modules with
available spares and ship defective/replacement modules to/from Intelsat, in
case of equipment failures.

3.12    Periodic Calibrations

The Contractor shallensure that all Monitoring system equipment calibrations
are maintained and renewed as specified by the manufacturer. A third party
calibration and maintenance contract may be necessary to accomplish this.

In the case of steerable antennas, the antenna polarizer position shallbe
calibrated at each orbital location where the antenna is expected to track a
linear polarized beacon, in order to provide the best possible signal strength.
Such calibrations should be repeated quarterly.

3.13    Outside Contract Maintenance

The Contractor shallprovide a local Hewlett Packard (HP) maintenance agreement
to support and calibrate specific HP equipment within the Intelsat CSM, RSAN,
IOT, and TLS systems. Attachment 1 provides a list of the specific equipment
to be covered by a maintenance agreement. This list is subject to revision as
a result of Monitoring system upgrades. The computer equipment (items 1, 21
and 22) shall be placed under a full service contract with guaranteed response
time. The remaining equipment in Attachment 1 is subject to repair and
calibration with a less costly time and materials contract with HP. Monitoring
system equipment not listed in Attachment 1 will be subject to a repair/return
or replace process as directed by Intelsat Ground Network Operations staff.

Site personnel should maintain a regular maintenance program for all Monitoring
system equipment. Typically a regular maintenance program consists of
equipment cleaning, inspection, voltage checks, and operational performance
checks.

3.14    Maintenance and Repair Records

The Contractor shallmaintain and keep adequate records of all repair and
maintenance work accomplished. Such records shallbe made available to
Intelsat as and when requested.

3.15    General Purpose Tools and Test Equipment

The Contractor shallprovide general purpose tools and test equipment to allow
maintenance and limited repair of Monitoring system equipment. As a minimum,
the following equipment shallbe available for use on-site:



| |  | Semi-rigid cable kit                                                                                       
|- |  | -----------------------------------------------------------------------------------------------------------
| |  | Coaxial cable termination tools (BNC and N-type)                                                           
| |  | Temperature-controlled soldering station and related supplies                                              
| |  | Assortment of screwdrivers (Phillips, hex, slot, torx) with long & short lengths, including precision types
| |  | SMA cable and connector tools                                                                              
| |  | Socket wrenches in Metric and Imperial sizes                                                               
| |  | Various adapters for Coaxial, SMA, SMB and N-type cables                                                   
| |  | Assortment of fastening hardware (screws, nuts & bolts)                                                    
| |  | Drill press with various drills & countersink bits                                                         
| |  | Grinder and metal saw                                                                                      

This document is proprietary to
Intelsat and must be treated on a confidential basis.  It may be used
solely for Intelsat purposes.
Use or disclosure of this document, or the information contained herein,
for any other purpose is not permitted without prior written authorization.

5



---



##### 





| |  | Portable Spectrum Analyzer covering C and Ku band, with valid calibration.                         
|- |  | ---------------------------------------------------------------------------------------------------
| |  | Power Meter (HP 437B or EPM series with calibrator output) and sensors, all with valid calibration.
| |  | Laser Printer with PC-standard parallel port interface                                             

4    Intelsat Deliverables

4.1    O & M Procedures

Monitoring system Operation and Maintenance Procedures shallbe provided by
Intelsat. When any such procedures cause conflict with standard procedures of
the Host Station, the Contractor and Intelsat willformulate a mutually
agreeable solution. These procedures include, but are not limited to:



| | a) |  | Standard Operating Procedures for providing status information,
parts requests, and reports to Intelsat;                                                                                                                                                                                                                                                                                                                       
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Procedures to maintain a current inventory, including on-line and
spare IFE (Intelsat furnished equipment);                                                                                                                                                                                                                                                                                                                    
|
| | c) |  | Procedures and practices to complete routine monthly maintenance
for IFE;                                                                                                                                                                                                                                                                                                                                                      
|
| | d) |  | Diagnostic procedures to support testing of all monitoring systems;
and                                                                                                                                                                                                                                                                                                                                                        
|
| | e) |  | Procedures and Engineering Changes in support of all changes to IFE
hardware and software affecting the Monitoring Systems. All changes are
to be coordinated and approved by Intelsat prior to implementation.
Procedures and Engineering Changes in support of all changes to IFE
hardware and software affecting the Monitoring Systems. All changes are
to be coordinated and approved by Intelsat prior to implementation.

Intelsat willcontinue to provide Operation and Maintenance manuals for all
parts of the IFE and as-built drawings for the Monitoring systems. Intelsat
will provide the Contractor with a Personal Computer (PC), together with the
latest versions of the required Windows operating system and applications
required to support the services under this SOW.

4.2    Spare Parts

Intelsat willprovide spare parts for the Monitoring equipment. The Contractor
shallprovide safekeeping for Intelsat-furnished spare parts. In the event
that any spare parts are obtained from the Contractor common spare inventory,
Intelsat willreimburse the Host Station for the cost of such parts or, at
Intelsats option, furnish replacement parts.

4.3    Support for System Upgrades

Any modifications affecting the capability or functioning of the equipment
shallbe performed onlyunder the direction of Intelsat. It is anticipated
that these activities would require not more than two man-weeks of effort per
year by trained earth station technicians.

4.4    Special Purpose Test Equipment and Tools

Intelsat willfurnish any special purpose test equipment or tools specific to
Monitoring system needs.

This document is proprietary to
Intelsat and must be treated on a confidential basis.  It may be used
solely for Intelsat purposes.
Use or disclosure of this document, or the information contained herein,
for any other purpose is not permitted without prior written authorization.

6



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##### 



4.5    Site Inspections

Intelsat mayschedule equipment and site inspections by an Intelsat
representative. During these visits, estimated to be of five (5) days or less
in duration, Host Station support shallbe available to assist with the
inspection and calibration of the Intelsat owned equipment. These technicians
willwork under the direct supervision of the visiting Intelsat representative.
Notification by Intelsat willbe provided at least 15 days in advance of the
intended start date for each visit.

5    Period of Performance

The period of performance for these Monitoring services shall be in accordance
with the specified in the Contract.

This document is proprietary to
Intelsat and must be treated on a confidential basis.  It may be used
solely for Intelsat purposes.
Use or disclosure of this document, or the information contained herein,
for any other purpose is not permitted without prior written authorization.

7



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##### 



Attachment 1

HP Monitoring Equipment

|            |  |                                                                                   |  |                |  |  |    | 
|----------- |  | --------------------------------------------------------------------------------- |  | -------------- |  |  | -- | 
|           
|Description |  | Model #                                                                           |  | Quantity      
|           
|            |  | CSM System                                                                        |  |                |  |  |    | 
|1           |  | Site Data Processor, 128 MB Memory, 2x4 GB Disk Drive with HP-UX Operating System |  | HP 9000/B180   |  |  | 1  | 
|2           |  | GPIB Bus Extender                                                                 |  | HP 37204A      |  |  | 10 | 
|3           |  | Injection Synthesizer                                                             |  | HP 83711B      |  |  | 5  | 
|4           |  | Transmit Synthesizer                                                              |  | HP 83731B      |  |  | 3  | 
|5           |  | Power Sensor                                                                      |  | HP 8481D/A     |  |  | 16 | 
|6           |  | Power Meter                                                                       |  | HP E4418A/437B |  |  | 16 | 
|7           |  | RF Switch                                                                         |  | HP 8762B       |  |  | 1  | 
|8           |  | Mainframe Spectrum Analyzer                                                       |  | HP 70001A      |  |  | 1  | 
|9           |  | VXI Chassis                                                                       |  | HP E1401A      |  |  | 1  | 
|10          |  | A/D converter                                                                     |  | HP E1430A      |  |  | 3  | 
|11          |  | Distribution Amp                                                                  |  | HP 5087A       |  |  | 2  | 
|12          |  | Switch Control Unit                                                               |  | HP 3488A       |  |  | 2  | 
|13          |  | Wave form Generator                                                               |  | HP 33120A      |  |  | 1  | 
|            |  | RSAN System                                                                       |  |                |  |  |    | 
|14          |  | RF Preamplifier                                                                   |  | HP8449B        |  |  | 1  | 
|15          |  | Spectrum Analyzer                                                                 |  | HP E4407B      |  |  | 1  | 
|            |  | IOT System                                                                        |  |                |  |  |    | 
|16          |  | LAN/HP-IB Gateway                                                                 |  | E2050A         |  |  | 5  | 
|17          |  | Power Sensor, Full range                                                          |  | E9300A         |  |  | 8  | 
|18          |  | Frequency Interval Analyzer                                                       |  | 5372A          |  |  | 1  | 
|           
|           
|21          |  | Computer, B2000                                                                   |  | A5983A         |  |  | 1  | 
|22          |  | Computer, A180C                                                                   |  | A5183A         |  |  | 1  | 
|23          |  | Power Meter                                                                       |  | E4418B         |  |  | 8  | 
|24          |  | Mainframe Spectrum Analyzer                                                       |  | HP70001A       |  |  | 1  | 
|25          |  | Switch Control Unit                                                               |  | HP3488A        |  |  | 2  | 
|26          |  | Laserjet                                                                          |  | 4100N          |  |  | 1  | 
|            |  | TLS System                                                                        |  |                |  |  |    | 
|27          |  | GPS Receiver                                                                      |  | 58503B         |  |  | 1  | 
|28          |  | Spectrum Analyzer                                                                 |  | E4401B         |  |  | 1  | 
|           

Note 2: The RSAN IBM computers are supported with an Intelsat provided
worldwide 5yr maintenance agreement with IBM and currently in effect.

Note 3: The TLS GPS Receiver is manufactured by Symetricon and is supported by
HP.

Note 4: All quantities listed are subject to change with monitoring system
upgrades or expansions.

This document is proprietary to
Intelsat and must be treated on a confidential basis.  It may be used
solely for Intelsat purposes.
Use or disclosure of this document, or the information contained herein,
for any other purpose is not permitted without prior written authorization.

8



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##### 



Attachment 1to Table120 August 1996
 Facility Charges for Year 1 Beyond the Tenth Year of the Existing Contract:   1.
    
    Antenna Subsystem: CFPA (18.3M)   a.
    
    Repainting;b.
    
    Replacement of the AZ & EL reducers and motors. Price:
    
    ******See Note 11.
  2.
    
    HPA Subsystem: N/A 3.
    
    Power Supply Subsystem:  a.
    
    Replacement of Two PDBs in the CFPA Room. Price:
    
    ******See Note 12.
  b.
    
    Replacement of Two PDBs in the IOCR Control Room. Price:
    
    ******
  c.
    
    Replacement of Two 64KVA/60HZ UPS systems. Price:
    
    ******See Note 13.
  4.
    
    Air Conditioner Subsystem:  a.
    
    Replacement of the Air Conditioners in the CFPA Room. Price:
    
    ******See Note 14.
 Page 03




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##### 



5.
    
    Replacement of the computer floor in the Control Room. Price:
    
    ******
 Total for Year 1:
    
    ******
 Facility Charges for Year 2 Beyond the Tenth Year of the Existing Contract:   1.
    
    Antenna Subsystem: KFPA (11.1M)   2.
    
    HPA Subsystem: N/A.  3.
    
    Power Supply Subsystem:  a.
    
    Replacement of Two PDBs in the KFPA Room. Price:
    
    ******See Note 21.
  b.
    
    Replacement of One 133KVA UPS System. Price:
    
    ******See Note 22.
  4.
    
    Air Conditioner Subsystem:  a.
    
    Replacement of Two Air Conditioners in the KFPA Room. Price:
    
    ******See Note 23.
  b.
    
    Replacement of Two compressors for the Air
Conditioners in the IOCR Control Room. Page 04




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##### 



Price:
    
    ******See Note 2-4.
 Total for Year 2:
    
    ******
 Facility Charges for Year 3 Beyond the Tenth Year
of the Existing Contract: ________________________ 1.
    
    Antenna Subsystem: N/A.  2.
    
    HPA Subsystem: N/A.  3.
    
    Power Supply Subsystem:  a. Replacement of the 167KVA UPS System. Price:
    
    ******See Note 3-1.
  4.
    
    Air Conditioner Subsystem:  a. Replacement of Two Air Conditioners in the HPA-Room. Price:
    
    ******See Note 3-2.
 Total for Year 3:
    
    ******
  Page 05




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##### 



Facility Charges for Year 4 Beyond the Tenth Year of the Existing Contract:  1.
    
    Antenna Subsystem:  (1) LMA-4 (12.0M) and SCA (6.0M)   a. Repainting;  b. Replacement of the AZ & EL jack-screws and reducers. Price:
    
    ******See Note 4-1.
  (2) K-FPA (11.1M)  N/A.  2.
    
    HPA Subsystem: N/A.  3.
    
    Power Supply Subsystem: N/A. Total for Year 4:
    
    ******
 Facility Charges for Year 5 Beyond the Tenth Year of the Existing Contract:  N/A. Page 06




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##### 



Notes forAttachment-119 August 1996
 Note 1-1:
 Price for about 100KG paint needed for the repainting would be:
    
    ***
 One
reducer for both AZ and EL will be replaced respectively in the 2nd
five-year of the contract with the existing spares. One reducer for both AZ and
EL will be replaced respectively in year 11 and all the motors will be
replaced.
 Price for one reducer for AZ:
    
    ***
 for EL:
    
    ***
 Price for motors:
    
    ***
 Equal to USD:
    
    ***
 Price for Labour/Mechanics:
    
    ***
 Equal to USD:
    
    ***
 Subtotal for Note 1-1:
    
    ******
 Note 1-2:
 Price for PDB boards in the C-FPA:
    
    ***
 Price for Labour:
    
    ***
 Subtotal for Note 1-2:
    
    ******
 Note 1-3:
 Price for Two 64KVA/60HZ UPS systems for IFE:***
 Price for the labour:
    
    ***
 Subtotal for Note 1-3:
    
    ******
 Page 07




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##### 



Note 1-4:
 Price for the Air Conditioners in C-FPA Room:***
 Equal to:
    
    ***
 Price for the labour:
    
    ***
 Subtotal for Note 1-4:
    
    ******
  Note 2-1:
 Price for PDB boards in the K-FPA Room:***
 Price for Labour:
    
    ***
 Subtotal for Note 2-1:
    
    ******
 Note 2-2:
 Price for one 133KVA UPS system for the C-FPA and K-FPA:
    
    ***
 Price for the labour:
    
    ***
 Subtotal for Note 2-2:
    
    ******
  Note 2-3:
 Price for Air Conditioners in the K-FPA Room:***
 Price for the labour:
    
    ***
 Subtotal for Note 2-3:
    
    ***
 Equal to:
    
    ***
 Note 2-4:
 Price for the Air Compressors in the ICCR:***
 Equal to:
    
    ***
 Page 08




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##### 



Subtotal for Note 24:
    
    ******
 Note 31:
 Price for the 167KVA UPS System for IFE:***
 Price for Labour:
    
    ***
 Subtotal for Note 31:
    
    ***
 Equal to:
    
    ***
 Note 32:
 Price for two Air Conditioners in the HPA Room:***
 Price for Labour:
    
    ***
 Subtotal for Note 32:
    
    ***
 Equal to:
    
    ***
 Page 09