EXHIBIT 10.19



                                AGREEMENT BETWEEN

                           LORAL ORION SERVICES, INC.

                                       AND

                           LORAL SPACECOM CORPORATION

                        CONCERNING PROFESSIONAL SERVICES

                  This Agreement shall become effective on the date of its final
signature by and between Loral Orion Services, Inc., a corporation organized and
existing under the laws of the State of Delaware and having its primary place of
business at 2440 Research Boulevard, Suite 400, Rockville, MD 20850 (hereinafter
referred to as "LORAL ORION" which  expression  shall include its successors and
permitted assigns) and Loral SpaceCom  Corporation,  a corporation organized and
existing  under  the  laws of the  State of  Delaware  doing  business  as Loral
Skynet(R) 1 and having a place of business at 500 Hills Drive,  Bedminster,  New
Jersey 07921 (hereinafter referred to as "SKYNET" which expression shall include
its successors and permitted assigns).

                                   WITNESSETH:

                  WHEREAS, SKYNET and LORAL ORION are both subsidiaries of Loral
Space & Communications Corporation;

                  WHEREAS, SKYNET has many years experience and expertise in the
marketing and sales of communications satellite services and transponders; and

                  WHEREAS,  LORAL ORION  desires to take  advantage  of SKYNET'S
experience and expertise for the benefit of LORAL ORION'S business.

                  NOW,  THEREFORE,  LORAL ORION and SKYNET,  in consideration of
the mutual covenants expressed herein, agree as follows:








-------------
1 Skynet is a registered trademark of Loral SpaceCom Corporation.
<PAGE>


                                    ARTICLE 1

                            APPOINTMENT, AUTHORITY OF
                       CONTRACTOR AND DUTIES OF CONTRACTOR

                  A.  APPOINTMENT - LORAL ORION hereby engages SKYNET to perform
the services provided for herein including but not necessarily  limited to sales
and marketing set forth in Exhibit A, Statement of Work (hereinafter referred to
as  "Service"  or  "Services"),  attached  hereto  and  made a part  hereof,  in
connection  with  the  satellites  known  as  Orion  1, 2 and 3 and  such  other
satellites  as the parties  shall  mutually  agree  (hereinafter  referred to as
"Satellite" or  "Satellites")  and SKYNET accepts such engagement to render such
Services  for  the  compensation  herein  provided.  SKYNET  may,  at  its  sole
discretion, perform the Services pursuant to this Agreement as a disclosed agent
or an undisclosed agent.

                  B. AUTHORITY OF CONTRACTOR - LORAL ORION hereby engages SKYNET
on the  terms and  conditions  set forth  herein as an  independent  contractor.
SKYNET and LORAL  ORION  hereby  acknowledge  and agree  that  SKYNET is engaged
solely as an independent contractor and that SKYNET shall have authority to bind
LORAL ORION and to execute  contracts  or other  documents in the name of, or on
behalf of,  LORAL ORION in  connection  with the  Services  provided  hereunder,
provided that,  such authority shall be exercisable by SKYNET only in the United
States.

                  C. DUTIES OF  CONTRACTOR - SKYNET  shall  provide the Services
set forth herein and in Exhibit A, Statement of Work, to LORAL ORION.


                                    ARTICLE 2
                                  COMPENSATION

                  The charge to LORAL ORION for providing the Services hereunder
shall be  SKYNET'S  cost plus five (5)  percent  on top of such  costs per month
provided  that the cost  shall  have  been  reasonably  incurred  by  SKYNET  in
connection with its performance of Services hereunder.


<PAGE>
                                    ARTICLE 3
                          INVOICING, PAYMENT AND AUDIT

                  SKYNET shall  invoice  LORAL ORION for the  Services  provided
hereunder on the first business day of each month for the  compensation  for the
Services  provided  hereunder  set forth in Article 2 and LORAL  ORION shall pay
such  invoice  on or before  thirty  (30) days from the date  specified  on such
invoices.

                  SKYNET  shall use  reasonable  commercial  efforts to maintain
accurate  records  of all the costs  billed  hereunder.  LORAL  ORION,  once per
calendar year, at its sole expense,  during normal business  hours,  upon thirty
(30) days'  prior  written  notice to SKYNET,  shall have the right to conduct a
financial audit of all such records.


                                    ARTICLE 4
                         DOCUMENTS FORMING THE CONTRACT

                  This Agreement consists of the following:

                  A. The  provisions  in  ARTICLES  1 through 10 in Section I of
this Agreement and ARTICLES 1 through 17 in Section II of this Agreement.

                  B. EXHIBIT A - Statement of Work.

                  In the event of any  inconsistency  among or between the parts
of this  Agreement  set forth  above,  such  inconsistency  shall be resolved by
giving precedence in the order of the parts set forth above.


                                    ARTICLE 5
                                    DURATION

                  This Agreement applies to all the Services performed by SKYNET
that are  described in EXHIBIT A,  beginning on the date of its final  signature
(Effective  Date"),  whether  performed  in  anticipation  of or  following  the
execution of this Agreement, and shall, subject to the provisions of Articles 11
and 12 of the General Terms and Conditions appended hereto, continue through the
End Of Life ("EOL") of the  Satellites  that are the subject of this 

<PAGE>

Agreement. For the purposes of this Agreement, End Of Life or EOL shall mean: i)
the  ejection of the  Satellite  from the orbital arc; or ii) the failure of the
Satellite; or (iii) the sale of the Satellite, whichever occurs first.

                                    ARTICLE 6
                        PARTY REPRESENTATIVES AND NOTICES

                  SKYNET'S Technical Representative is:

                           Ms. Joan Byrnes
                           Vice President,  Sales
                           500 Hills Drive
                           P.O. Box 7018
                           Room 3B28
                           Bedminster, NJ 07921
                           Phone 908 470-2323
                           FAX 908 470-2451

                  SKYNET'S Contract Representative is:

                           Mr. R. J. DeMartini, C.P.M.
                           Director, Contracts
                           500 Hills Drive
                           P.O. Box 7018
                           Room 3A15
                           Bedminster, New Jersey 07921
                           Phone 908 470-2360
                           FAX   908 470-2453

                  LORAL ORION'S Technical Representative is:

                           Mr. Edward DiCarlo
                           Vice President, Marketing
                           2440 Research Boulevard
                           Rockville, MD 20850
                           Suite 400
                           Phone 301 670-6598
                           Fax   301 590-7430

                  LORAL ORION'S Contract Representative is:

                           Mr. Dick Shay
                           Senior Vice President and General Counsel
                           2440 Research Boulevard

<PAGE>
                           Rockville, MD 20850
                           Suite 400
                           Phone 301 258-3209
                           Fax   301 258-3360

                  Any notice or demand  which under the terms of this  Agreement
or under any statute must or may be given or made by LORAL ORION or SKYNET shall
be in writing and shall be given or made by telegram,  tested  telex,  confirmed
facsimile, or similar communication or by certified or registered mail addressed
to the Contract  Representatives  designated in this Agreement,  as amended from
time to time.


                                    ARTICLE 7
                         INDEPENDENT CONTRACTORS STATUS

                  This  Agreement  is  intended  to  create,   and  creates,   a
contractual  relationship  for  Services to be rendered by SKYNET  acting in the
ordinary course of its business as an independent contractor and is not intended
to create, and does not create, a partnership, joint venture, agency or any like
relationship  between the parties  hereto.  Moreover,  nothing  herein  shall be
construed  to  imply  a  partnership,   joint  venture,  commercial  agency,  or
employer/employee  relationship  between the  parties.  All persons  employed by
SKYNET in connection with this Agreement shall be considered employees or agents
of  SKYNET  only,  and  shall  in no way,  either  directly  or  indirectly,  be
considered  employees  or  agents  of LORAL  ORION.  LORAL  ORION  shall  not be
obligated to pay commissions,  salaries or other payments or benefits to parties
with whom SKYNET may deal in connection with its Services hereunder,  and SKYNET
hereby agrees not to make any representations,  directly or by implication, that
any such obligation on the part of LORAL ORION exists or will exist.
<PAGE>



                                    ARTICLE 8
                                      TAXES

                  A. Except as set forth in the following sentence, SKYNET shall
be  financially  responsible  for, and shall pay, any Tax  liability  arising in
connection  with any payment made by LORAL ORION to SKYNET pursuant to Article 3
herein.  LORAL  ORION  shall be  financially  responsible  for all  sales,  use,
transfer or similar  consumption-type Tax arising in connection with any payment
made by LORAL ORION to SKYNET pursuant to Article 3 herein.

                  B. LORAL ORION shall be financially responsible for, and shall
pay, all Taxes not payable by a customer attributable to the Satellite capacity.
Without  limiting the generality of the  foregoing,  SKYNET shall (i) include in
all customer  contracts that customer shall be financially  responsible for, and
shall pay, any sales, use, transfer,  VAT or other consumption-type Tax and (ii)
use its best efforts to structure  customer  contracts for Satellite capacity in
such a way as to minimize the potential imposition of any Taxes on LORAL ORION.

                  C.  LORAL  ORION  and  SKYNET  shall  cooperate  and use their
respective best efforts in connection with contesting any Tax liability  imposed
in connection with the Services or the Satellite capacity.

                  D. For  purposes  of this  Section  14,  the term Tax or Taxes
includes,  without  limitation,  any federal,  state,  local,  or foreign income
(including  income  tax or amounts  on  account  of income  tax  required  to be
deducted or withheld  from or accounted  for in respect of any  payment),  gross
receipts, corporation, advance corporation,  license, payroll, employment, wage,
excise, severance, stamp, occupation, premium, windfall, profits, environmental,
customs  duties,  capital stock,  franchise,  withholding,  social  security (or
similar),  unemployment,  disability,  real property,  personal property, sales,
use,  transfer,  registration,  value  added,  alternative  or  add-on  minimum,
estimated,  capital gains,  development land,  inheritance,  national  insurance
contributions,  capital  duty,  stamp duty,  stamp duty reserve  tax,  duties or
customs and excise, all taxes, duties or charges replaced by or replacing any of
them, and all levies,  imposts,  duties,  charges or  withholdings of any nature
whatsoever  chargeable  by  any  Governmental   Authority,   together  with  all
penalties,  charges and interest relating thereto.  For purposes of 

<PAGE>

this Article 8, the term  Governmental Authority shall mean any federal,  state,
provincial,  local, tribal,  foreign or other governmental  agency,  department,
branch,  commission,  board, bureau, court,  instrumentality or body, including,
without limitation, any taxing or other authority (whether within or without the
United States) competent to impose any tax liability.


                                    ARTICLE 9
                                CUSTOMER BILLING

                  SKYNET will  assign a unique  Master  Customer/Account  No. to
each LORAL ORION  customer and invoice each customer  monthly.  Monthly  charges
will be billed in advance, except where prohibited by law. For billing purposes,
each month will be considered  to have thirty (30) days.  Payment will be due on
or before the first day of each month for services to be provided in that month,
as specified on the bill.  Service may be discontinued  for nonpayment of a bill
ten (10) days beyond notice.

                  The bill form will contain essentially the same information as
the bills previously issued to customers by LORAL ORION.

                  The customer will have an option to forward their payment to a
lock box by mail or by overnight  carrier or  electronically  by wire  transfer.
LORAL ORION shall have sole authority to withdraw amounts from the lock box. Any
late payments by customer of amounts due and payable (including, but not limited
to, specified payments,  damages, and indemnification)  will be with interest at
the rate specified in the customer contract,  or the highest legally permissible
rate of interest,  whichever is lower, and all interest or discounting  shall be
compounded on a monthly basis. Such late payments,  including interest,  will be
payable with the amount due and  calculated  from the date payment was due until
the date it is received in the lock box.

                  SKYNET will report the total amount of  collected  receivables
to LORAL ORION on a monthly basis.

                  SKYNET  shall  use  its  commercially  reasonable  efforts  to
collect overdue  invoice amounts from LORAL ORION customers  provided that LORAL
ORION  hereby  acknowledges  and agrees that SKYNET  shall have no  liability or
obligation to LORAL ORION or any other person for customer payment defaults.

<PAGE>
                                   ARTICLE 10
                                ENTIRE AGREEMENT

                  This Agreement,  shall constitute the entire agreement between
the parties with respect to the subject  matter of this  Agreement and shall not
be modified or rescinded,  except by a writing signed by LORAL ORION and SKYNET.
Additional  or different  terms  inserted in this  Agreement by LORAL ORION,  or
deletions thereto, whether by alterations, addenda, or otherwise, shall be of no
force and  effect,  unless  expressly  consented  to by SKYNET in  writing.  The
provisions of this Agreement supersede all  contemporaneous  oral agreements and
all  prior  oral  and  written   quotations,   communications,   agreements  and
understandings  of the  parties  with  respect  to the  subject  matter  of this
Agreement.


ACCEPTED:


LORAL ORION SERVICES, INC.                 LORAL SPACECOM CORPORATION


By: _______________________                  By: ______________________
    Name: Mr. W. Neil Bauer                      Name: Mr. Terry J. Hart
    Title: President & CEO                       Title: President
    Date:                                        Date:


<PAGE>

                          GENERAL TERMS AND CONDITIONS

                                    ARTICLE I
                                   ARBITRATION

                  All disputes arising in connection with the present  Agreement
shall be finally settled under the Rules of Conciliation  and Arbitration of the
American  Arbitration  Association  ("AAA  Rules")  by one or  more  arbitrators
appointed in accordance with said Rules. The arbitration shall take place in New
York City,  United  States of America,  and shall be conducted  in English.  The
arbitrator  shall apply the  substantive  (not the  conflicts)  law of the state
specified in the choice of law provision set forth  elsewhere in this Agreement.
The arbitrator shall not limit,  expand or modify the terms of the Agreement nor
award damages in excess of compensatory damages, and each party waives any claim
to such excess damages.  The award shall be in United States  dollars.  Judgment
upon the award  rendered in the  arbitration  may be entered in any court having
jurisdiction  thereof.  Each  Party  shall  bear  its  own  expenses  (including
attorney's  fees) and an equal share of the expenses of the  arbitrator  and the
fees of the arbitration. Nothing in the Agreement shall be construed to preclude
any party from seeking  injunctive relief in order to protect its rights pending
arbitration.  A request by a party to a court for such  injunctive  relief shall
not be deemed a waiver of the obligation to arbitrate.


                                    ARTICLE 2
                                   ASSIGNMENT

                  LORAL  ORION  acknowledges  and  agrees  that  notwithstanding
anything  to the  contrary  contained  in the  Agreement,  LORAL ORION shall not
transfer or assign any of its rights or  obligations  under the Agreement to any
third  parties  without  SKYNET'S  consent,  which may be given or  withheld  at
SKYNET'S sole  discretion.  SKYNET expressly shall have the right to subcontract
any of the  Services  required  hereunder  to a third party  and/or  assign this
Agreement including its rights, duties and obligations hereunder,  to its parent
corporation  or any present or future  affiliate or subsidiary of SKYNET capable
of fully providing the Services  hereunder,  or in connection with its merger or
acquisition.  All the Services performed hereunder by SKYNET'S  subcontractor(s)
at any tier shall be deemed to be Services  performed  by SKYNET for purposes of
this Agreement.
<PAGE>

                                    ARTICLE 3
                                    CAPTIONS

                  The captions in this  Agreement  are included for  convenience
only and  shall  not be  construed  to  define  or limit  any of the  provisions
contained herein.


                                    ARTICLE 4
                                     CHANGES

                  LORAL ORION may at any time during the term of this  Agreement
require  additions  to  or  alterations  of or  deductions  or  deviations  (all
hereinafter  referred to as a "Change") from the Services  called for by EXHIBIT
A. No Change shall be considered as an addition or alteration to or deduction or
deviation from the Services called for by EXHIBIT A nor shall SKYNET be entitled
to any  compensation  for the Services done pursuant to or in contemplation of a
Change,  unless made  pursuant to a written  Change Order issued by LORAL ORION.
Within  twenty (20) days after a request  for a Change,  SKYNET  shall  submit a
proposal  to LORAL ORION that  includes  any  increases  or  decreases  in LORAL
ORION'S costs or changes in the delivery  schedule  necessitated  by the Change.
LORAL ORION shall,  within ten (10) days of receipt of the proposal,  either (i)
accept the  proposal,  in which event  LORAL ORION shall issue a written  Change
Order  directing  SKYNET to  perform  the  Change or (ii)  advise  SKYNET not to
perform the Change in which event  SKYNET  shall  proceed  with the  Services as
originally  described in EXHIBIT A. SKYNET at its sole  discretion  reserves the
right to reject any such request for Change.


                                    ARTICLE 5
                                  CHOICE OF LAW

                  The  construction,  interpretation  and  performance  of  this
Agreement  and all  transactions  under it shall be  governed by the laws of the
State  of New  York  excluding  its  choice  of laws  rules  and  excluding  the
Convention for the International Sales of Goods.

<PAGE>
                                    ARTICLE 6
                                  FORCE MAJEURE

                  SKYNET  shall not be liable  for any  loss,  damage,  or delay
caused by strikes, picketing, labor disturbances, riots, fires, insurrection, or
the elements,  embargoes, failure of carriers, inability to obtain facilities or
to obtain materials,  Government Regulations or requirements, acts of God or the
public  enemy,  or any cause  beyond its  control  whether or not similar to the
foregoing ("Force Majeure Condition").


                                    ARTICLE 7
                                    PUBLICITY

                  LORAL ORION agrees to submit to SKYNET all advertising,  sales
promotion,  press releases, and other publicity matters relating to the material
furnished or the  Services  performed  by SKYNET  under this  Agreement  wherein
SKYNET'S names or marks are mentioned or language from which  connection of said
names or marks  therewith  may be inferred or implied;  and LORAL ORION  further
agrees not to publish or use such advertising,  sales promotion, press releases,
or publicity matters without SKYNET'S prior written approval.


                                    ARTICLE 8
                                  RELEASES VOID

                  Neither  party  shall  require  (i) waivers or releases of any
personal  rights or (ii)  execution of  documents in conflict  with the terms of
this Agreement, from employees,  representatives of the other in connection with
visits to its premises and both parties agree that no such releases,  waivers or
documents shall be pleaded by them or third persons in any action or proceeding.



<PAGE>

                                    ARTICLE 9
                         RIGHT OF ENTRY AND PLANT RULES

                  Each party shall have the right to enter premises of the other
party  during  normal  business  hours with respect to the  performance  of this
Agreement, subject to all plant rules and regulations,  security regulations and
procedures and U.S. Government clearance requirements if applicable.


                                   ARTICLE 10
                                  SEVERABILITY

                  In the event that any one or more of the provisions  contained
herein shall for any reason be held to be unenforceable in any respect under the
law of any state or of the United States of America, such unenforceability shall
not affect any other provision of this Agreement,  but this Agreement shall then
be construed as if such  unenforceable  provision or  provisions  had never been
contained herein.


                                   ARTICLE 11
                                   TERMINATION

                  [                          *

















<PAGE>


                ]


                                   ARTICLE 12
                             TERMINATION FOR DEFAULT

                  [                                            *
















<PAGE>
                                                                         ]

                                   ARTICLE 13
                          NONDISCLOSURE OF INFORMATION

                  13.1       Each party to this Agreement may find it beneficial
                             to  disclose to the other  party  documentation  or
                             other   information   which  the  disclosing  party
                             considers   proprietary    ("Information").    Such
                             Information  may include but is not limited to, its
                             engineering,  hardware, software or other technical
                             information, and financial, accounting or marketing
                             reports,   analysis,   forecasts,   predictions  or
                             projections.

                  13.2       It  is  specifically  understood  and  agreed  that
                             Information  disclosed  pursuant to this  Agreement
                             shall be considered  proprietary  either because 1)
                             it has been developed  internally by the disclosing
                             party,  or because 2) it has been  received  by the
                             disclosing party subject to a continuing obligation
                             to maintain the confidentiality of the Information.

                  13.3       Information  that is  provided  in a tangible  form
                             shall be marked in a manner to indicate  that it is
                             considered  proprietary  or  otherwise  subject  to
                             limited  distributions   provided  herein.  If  the
                             Information  is  provided  orally,  the  disclosing
                             party   shall   clearly   identify   it  as   being
                             proprietary at the time of  disclosure,  and within
                             fifteen  (15)  working  days  of  such  disclosure,
                             confirm  the  disclosure  in  writing  to the other
                             party.

                  With respect to Information, the party to whom the Information
is disclosed and its employees shall:

                           a.       hold  the   Information  in  confidence  and
                                    protect it in  accordance  with the security
                                    regulations  by  which it  protects  its own
                                    proprietary  or  confidential   information,
                                    which it does not wish to disclose;
<PAGE>

                           b.       restrict   disclosure  of  the   Information
                                    solely  to  those  employees  with a need to
                                    know  and  not  disclose  it  to  any  other
                                    persons;

                           c.       advise those employees of their  obligations
                                    with respect to the Information; and

                           d.       use the Information  only in connection with
                                    implementing    this    Agreement   and   in
                                    continuing   discussions  and   negotiations
                                    between the parties  concerning the Service,
                                    except as may  otherwise  be agreed  upon in
                                    writing.

                  13.4       In the event a party to whom  Information  has been
                             disclosed  proposes to disclose that Information to
                             an outside consultant or agent, it shall obtain the
                             written   consent   of  the  party  from  whom  the
                             Information was originally received and arrange for
                             the  execution  by the  consultant  or agent  for a
                             nondisclosure   agreement  in  a  form   reasonably
                             satisfactory to the party from whom the Information
                             was originally received.

                  13.5       The party to whom  Information  is disclosed  shall
                             have no  obligations  to preserve  the  proprietary
                             nature of any Information that:

                            a.      was  previously  known  to it  free  of  any
                                    obligations to keep it confidential;
                            b.      is  disclosed   to  third   parties  by  the
                                    disclosing party without restriction;
                            c.      is or becomes  publicly  available  by other
                                    than unauthorized disclosure; or
                            d.      is independently  developed by the receiving
                                    party.

                  The Information shall be deemed the property of the disclosing
party and,  upon request the other party will  promptly  return all  Information
that  is  in  tangible  form  to  the  disclosing  party  or  destroy  all  such
information.

<PAGE>
                                   ARTICLE 14
                             LIMITATION OF LIABILITY

                  OTHER  THAN  for  damages  resulting  from  skynet's  willfull
misfeasance, bad faith, or gross negligence, SKYNET SHALL HAVE NO Liability With
respect  to any claim or suit,  by LORAL  ORION or by any  others,  for  damages
associated with the MATERIAL or SERVICES FURNISHED  HEREUNDER.  FURTHER,  SKYNET
WILL NOT BE LIABLE FOR INCIDENTAL,  CONSEQUENTIAL,  SPECIAL,  DIRECT OR INDIRECT
DAMAGES  WHETHER  ARISING  OUT  OF  BREACH  OF  WARRANTY,  BREACH  OF  CONTRACT,
NEGLIGENCE,  STRICT TORT  LIABILITY,  OR OTHERWISE.  IN NO EVENT SHALL SKYNET BE
LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE STATED IN THIS AGREEMENT.


                                   ARTICLE 15
                            DISCLAIMER OF WARRANTIES

               SKYNET  WARRANTS  TO LORAL  ORION THAT  SKYNET  WILL  PERFORM THE
SERVICES  DEFINED  HEREIN  IN  ACCORDANCE  WITH  GENERALLY   ACCEPTED   INDUSTRY
STANDARDS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SKYNET,
ITS  PARENT,  THEIR  SUBSIDIARIES  AND  THEIR  AFFILIATES,   SUBCONTRACTORS  AND
SUPPLIERS MAKE NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE PERFORMANCE OF THE
SERVICE OR  WARRANTY  AGAINST  PATENT,  TRADEMARK,  COPYRIGHT,  OR TRADE  SECRET
INFRINGEMENT,  AND  SPECIFICALLY  DISCLAIM  ANY WARRANTY OF  MERCHANTABILITY  OR
FITNESS FOR A PARTICULAR PURPOSE.



<PAGE>



                                   ARTICLE 16
                                 INDEMNIFICATION

                  LORAL ORION shall  indemnify and save harmless  SKYNET and its
affiliates  and  its  customers  and  their  respective   officers,   directors,
employees,  successors and assigns from and against, any and all losses, claims,
damages,  liabilities  or expenses  (including  reasonable  attorneys'  fees and
expenses)  (collectively  "Losses") resulting from any claim, demand, action, or
suit resulting from the  performance of Services by SKYNET under this Agreement,
other than Losses  resulting  from SKYNET'S  willful  misfeasance,  bad faith or
gross negligence.

                                   ARTICLE 17
                                     WAIVER

                  The  failure of either  party at any time to enforce any right
or remedy  available  to it under this  Agreement  with respect to any breach or
failure by the other party shall not be  construed  to be a waiver of such right
or remedy with respect to any other breach or failure by the other party.


<PAGE>
                                STATEMENT OF WORK



MARKETING AND SALES FOR LORAL ORION'S SPACE SEGMENT  CAPACITY ON THE  SATELLITES
AS FOLLOWS:


MARKETING SUMMARY

Plans,  directs,  and coordinates the marketing of LORAL ORION'S  organization's
products  and/or  services  in  consideration   with  appropriate   LORAL  ORION
management by performing the following duties.

ESSENTIAL DUTIES AND RESPONSIBILITIES

o    Establish  marketing goals to ensure share of market and  profitability  of
     products and/or services.

o    Ensure revenue commitments and customer  satisfaction goals are met through
     effective marketing and planning.

o    Develop  and  execute  marketing  plans and  programs,  both short and long
     range,  including  market segment plans and strategy,  to ensure the profit
     growth and expansion of company products and/or services.

o    Identify  and  develop  effective   channels  for  distribution  and  sales
     strategy.

o    Research,  analyze, and monitor financial,  technological,  and demographic
     factors so that market  opportunities  may be capitalized on and the effect
     of competitive activity may be minimized .

o    Conduct marketing surveys on current and new product concepts.

o    Develop and  recommend  pricing  strategy for the  organization  which will
     result in the greatest share of the market over the long run.
<PAGE>
o    Define service offers from customer  requirements,  competitive  models and
     market demand.

o    Achieve  satisfactory  profit/loss ratio and share of market performance in
     relation to pre-set standards and to general and specific trends within the
     industry and the economy.

o    Identify and develop trade show participation globally, as required.

o    Evaluate market reactions to advertising  programs,  merchandising  policy,
     and product  packaging and  formulation to ensure the timely  adjustment of
     marketing  strategy  and  plans to meet  changing  market  and  competitive
     conditions.

o    Identify  requirements  for press  releases  and public  messages.  Prepare
     external executive and marketing presentations.

o    Identify opportunities for industry positioning and speaker opportunities.

o    Develop and execute the communications plan for the company in concert with
     other marketing team members.

o    Ensure effective  control of marketing  results and that corrective  action
     takes place to be certain that the achievement of marketing  objectives are
     within designated budgets.

o    Recommend changes in basic structure and organization of marketing group to
     ensure the effective  fulfillment of objectives  assigned to it and provide
     the  flexibility  to move  swiftly in relation to  marketing  problems  and
     opportunities.

o    Prepare  marketing  activity  reports,  revenue  reports and all  marketing
     budgets.  Act as interface to the business  manager on sales and  marketing
     metrics.

<PAGE>
SALES SUMMARY

Manages all sales  activities,  after  consultation with appropriate LORAL ORION
management,  primarily on the LORAL ORION fleet,  by  performing  the  following
duties.

ESSENTIAL DUTIES AND RESPONSIBILITIES

o    Develop  and update all account  plans for  customers  in  assigned  market
     segment.

o    Update sales funnel weekly. Ensure sales funnel adequately represents sales
     opportunities and quota attainment.

o    Prepare sales call plans prior to every customer meeting.

o    Develop  and  deliver   comprehensive  account  reviews  for  Loral  senior
     management to enhance executive positioning within the segment.

o    Effectively utilize sales automation tools to ensure successful  management
     of sales segment.

o    Prepare comprehensive  proposals for sales opportunities or as responses to
     formal Requests for Proposals (RFP's) or Requests for Information (RFI's).

o    Prepare and present  executive  level proposals to clients and senior Loral
     executives.

o    Attain revenue commitment and sales quota.

o    Lead  complex  negotiations  and provide  leadership  and  direction to the
     customer focused team in contract completion and implementations.

o    Direct the  activities  of the customer  focused  team to address  customer
     needs,  develop customer specific offers,  discuss and analyze customer and
     industry trends and opportunities, and resolve issues.

o    Direct  staffing,  training,  and  performance  evaluations  to develop and
     manage sales program.
<PAGE>

o    Coordinate sales distribution by establishing segments,  quotas, and goals,
     and work with  marketing team to advise  distribution  channels about sales
     and promotional techniques.

o    Assign  segment  responsibility  and  provide  sales  leadership  to  sales
     directors.

o    Analyze  sales  statistics  to formulate  policy and to assist in promoting
     sales.

o    Review market analyses to determine  customer needs,  volume  potential and
     develop sales campaigns to accommodate goals of company.

o    Articulate customer requirements to other departments in the company.

o    Represent  company  at trade  association  meetings  to  promote  satellite
     services.

o    Analyze and control expenditures to conform to budgetary requirements.

o    Assist  other  departments  within  organization  to  prepare  manuals  and
     technical  publications,  as well as sales tools,  customer  and  marketing
     communications documentation.

o    Prepare periodic sales report showing sales volume and potential sales.

o    Recommend  or  approve,   in  consultation  with  appropriate  LORAL  ORION
     management,   budget,   expenditures,   and   appropriations   for  service
     development work.