EXHIBIT 3.3

                          AGREEMENT AND PLAN OF MERGER

     This Agreement and Plan of Merger (this  "Agreement")  dated as of December
28, 1999, by and between Loral CyberStar,  Inc., a Delaware corporation ("LCI"),
and Loral Orion Services, Inc., a Delaware corporation ("LOSI").

                              W I T N E S S E T H:

     WHEREAS, LCI has entered into a merger agreement with Orion Oldco Services,
Inc.  ("Orion  Oldco")  pursuant  to which  Orion Oldco shall be merged into LCI
effective as of December 31, 1999; and

     WHEREAS, LCI desires,  following the above-referenced merger, to merge with
and into LOSI,  pursuant to Delaware law,  with LOSI being the surviving  entity
and assuming the name "Loral CyberStar, Inc." (the "Merger"); and

     WHEREAS,  Section  253 of the  General  Corporation  Law  of the  State  of
Delaware authorizes the merger of parent corporations and subsidiaries; and

     WHEREAS,   LCI's  Certificate  of  Incorporation  and  Bylaws  permit,  and
resolutions  adopted by LCI's Board of Directors  authorize,  this Agreement and
the consummation of the Merger.

     WHEREAS,  the  parties  intend  for the  Merger  to  constitute  a tax free
reorganization  pursuant to Section 368 of the Internal Revenue Code of 1986, as
amended.

     NOW, THEREFORE,  for good and valuable consideration,  the receipt of which
is hereby  acknowledged,  the parties to this  Agreement  covenant  and agree as
follows:

                                    ARTICLE I

                                   THE MERGER

     Section 1.01. THE MERGER;  SURVIVING CORPORATION.  Subject to the terms and
conditions  set forth in this  Agreement,  at the Effective  Time (as defined in
Section 1.02 below), LCI shall be merged with and into LOSI, pursuant to Section
253 of the DGCL,  and the separate  existence of LCI shall cease.  LOSI shall be
the surviving  entity (the  "Surviving  Corporation")  and shall  continue to be
governed by the DGCL.

     Section 1.02. EFFECTIVE TIME. In accordance with Section 253 and 103 of the
DGCL, the Merger shall become  effective (the  "Effective  Time") as of December
31, 1999, immediately following the merger of Orion Oldco into LCI, as set forth
in the  certificate of ownership and merger (the  "Certificate of Merger") filed
with the Secretary of State of the State of Delaware.  The parties  hereto agree
that  the  Certificate  of  Merger

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shall be filed  immediately  following the  execution of this  Agreement and the
receipt of any required  consent from the Federal  Communications  Commission to
the  Merger.  All other  filings  or  recordings  required  by  Delaware  law in
connection  with  the  Merger  shall  also  be  made as  promptly  as  practical
thereafter.

     Section 1.03.  EFFECT OF THE MERGER.  The Merger shall have the effects set
forth in Section 253 of the DGCL.

                                   ARTICLE II

                            THE SURVIVING CORPORATION

     Section  2.01.  NAME.  The  Surviving  Corporation  shall  be  Loral  Orion
Services, Inc.

     Section 2.02.  CERTIFICATE OF INCORPORATION AND BYLAWS.  The Certificate of
Incorporation  of LOSI in effect at the Effective time shall be the  Certificate
of  Incorporation  of the  Surviving  Corporation  unless  and until  amended in
accordance  with its terms and applicable law, except that Article First of such
Certificate  of  Incorporation  shall  be  amended  in its  entirety  to read as
follows:  "The name of the Corporation is Loral CyberStar,  Inc.". The Bylaws of
LOSI in effect  at the  Effective  Time  shall be the  Bylaws  of the  Surviving
Corporation  unless  and  until  amended  in  accordance  with  their  terms and
applicable law. The name of the Surviving  Corporation shall be Loral CyberStar,
inc.

     Section  2.03.  OFFICERS.  The  officers  of LCI  immediately  prior to the
Effective Time shall serve as officers of the Surviving  Corporation  and remain
officers until their  successors are duly appointed or their prior  resignation,
removal or death.

     Section  2.04.  DIRECTORS.  The directors of LCI  immediately  prior to the
Effective Time shall serve as directors of the Surviving Corporation until their
successors are duly appointed or their prior resignation, removal or death.

                                   ARTICLE III

                              CONVERSION OF SHARES

     Section  3.01.  CONVERSION  OF LCI  SHARES.  At the  Effective  Time,  each
outstanding  share  of  common  stock  of  LCI,   representing  all  issued  and
outstanding  capital stock of LCI as of the Effective  Time,  shall be converted
into one share of common stock of LOSI.

     Section 3.02.  CANCELLATION  OF LOSI SHARES.  At the Effective  Time,  each
outstanding share of capital stock of LOSI shall be cancelled.

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                                   ARTICLE IV

                        TRANSFER AND CONVEYANCE OF ASSETS
                          AND ASSUMPTION OF LIABILITIES

     Section 4.01. TRANSFER,  CONVEYANCE AND ASSUMPTION.  At the Effective Time,
LOSI shall  continue in  existence  as the  Surviving  Corporation,  and without
further action, succeed to and possess all the rights,  privileges and powers of
LCI and all the  assets  and  property  (the  "Assets")  of  whatever  kind  and
character  of LCI shall vest in LOSI  without  further act or deed;  thereafter,
LOSI, as the Surviving  Corporation,  shall be liable for all of the liabilities
and  obligations  of LCI and any claim or  judgment  against LCI may be enforced
against LOSI, as the Surviving Corporation, in accordance with Sections 253, 259
and 103 of the DGCL.

     Section 4.02. FURTHER ASSURANCES.  If at any time LOSI shall consider or be
advised  that any further  assignment,  conveyance  or assurance is necessary or
advisable to vest, perfect or confirm of record in the Surviving Corporation the
title to any property or right of LCI or  otherwise to carry out the  provisions
hereof, the proper representatives of LCI as of the Effective Time shall execute
and deliver any and all proper notes,  agreements,  assignments  and assurances,
and do all things necessary and proper to vest,  perfect or convey title to such
property or right in the  Surviving  Corporation  and otherwise to carry out the
provisions hereof.

                                    ARTICLE V

                         TERMINATION; AMENDMENT, WAIVER

     Section 5.01. TERMINATION. This Agreement and the transactions contemplated
hereby may be terminated at any time prior to the filing of the  Certificate  of
Merger with the  Secretary  of State of the State of  Delaware,  by the Board of
Directors of LCI.

     Section  5.02.  EFFECT OF  TERMINATION.  If this  Agreement  is  terminated
pursuant to Section 5.01, this Agreement shall become void and of no effect with
no liability on the part of any party thereto.

     Section 5.03. WAIVER. At any time prior to the Effective Time, any party to
this Agreement may extend the time for the performance of any of the obligations
or any acts of any  other  party  hereto,  or waive  compliance  with any of the
agreements  of any  other  party  or  with  any  condition  to  the  obligations
hereunder, in each case only to the extent that such obligations, agreements and
conditions are intended for its benefits.

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                                   ARTICLE VI

                                  MISCELLANEOUS

     Section 6.01. PRINCIPAL OFFICE OF SURVIVING CORPORATION. The street address
of the Surviving  Corporation's  principal  office is as follows:  2440 Research
Boulevard, Suite 400, Rockville, Maryland 20850.

     Section 6.02. ENTIRE AGREEMENT. This Agreement contains the parties' entire
understanding and agreement with respect to its subject matter,  and any and all
conflicting or inconsistent discussions,  agreements, promises,  representations
and statements,  if any, between the parties or their  representatives  that are
not  incorporated  in this Agreement  shall be null and void and are merged into
this Agreement.

     Section 6.03.  COUNTERPARTS.  This Agreement may be executed in one or more
counterparts,  each of which  shall  constitute  an  original,  but all of which
together shall continue a single agreement.

     Section  6.04.  GOVERNING  LAW.  This  Agreement  shall be  governed by and
construed in accordance  with the laws of the State of Delaware,  without giving
effect to conflicts of law principles.

     Section  6.05.  HEADINGS.  The various  section  headings  are inserted for
purposes of reference only and shall not affect the meaning or interpretation of
this Agreement or any provision hereof.

     Section 6.06.  GENDER;  NUMBER.  All references to gender or number in this
Agreement shall be deemed interchangeably to have a masculine, feminine, neuter,
singular or plural meaning, as the sense of the context requires.

     Section  6.07.  SEVERABILITY.  The  provisions of this  Agreement  shall be
severable,  and any invalidity,  unenforceability or illegality of any provision
or  provisions  of this  Agreement  shall  not  affect  any other  provision  or
provisions  of this  Agreement,  and each term and  provision of this  Agreement
shall be construed to be valid and  enforceable to the full extent  permitted by
law.

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     IN WITNESS  WHEREOF,  the  undersigned  have  caused this  Agreement  to be
executed  by an  officer  duly  authorized  to do so, all as of the day and year
first above written.

                                                      LORAL CYBERSTAR, INC.


                                                      By:/s/ Avi Katz
                                                         -----------------------
                                                          Name:
                                                          Title:



                                                      LORAL ORION SERVICES, INC.


                                                      By: /s/ Avi Katz
                                                         -----------------------
                                                          Name:
                                                          Title:



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