EXHIBIT 10.18


                                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) 2 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
management of  communications  satellite  services and  transponders,  including
performing tracking, telemetry and control services; 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
Telemetry Tracking & Control (TT&C) Services and the Program  Performance Review
Services 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.  Notwithstanding the foregoing, Performance Review
Services are only applicable to satellites know as Orion 2 and 3.

                  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 no authority to
bind LORAL ORION in connection with the Services provided hereunder.

                  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  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 9 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:

                           Mr. John Brown
                           Vice President, Satellite Engineering and Operations
                           500 Hills Drive
                           P. O. Box 7018
                           Room 3A24
                           Bedminster, NJ 07921
                           Phone 908 470-2305
                           Fax 908 470-2457

                  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. Dennis Curtin
                           Senior Vice President, Engineering
                           2440 Research Boulevard
                           Rockville, MD 20850
                           Suite 400
                           Phone 301 258-3201
                           Fax   301 258-3222
<PAGE>

                  LORAL ORION'S Contract Representative is:

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


                                    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 

<PAGE>

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  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.

                  C. 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 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
                                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


<PAGE>
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").  Notwithstanding  the foregoing,  SKYNET
agrees  to  use  reasonable  commercial  efforts  to  continue  to  perform  the
TT&CServices that it is required to furnish  hereunder.  Such efforts will be no
less in scope then the  efforts  that  SKYNET  will  employ to perform  the TT&C
Services  for its own  spacecraft,  in the  event  that any such  Force  Majeure
Condition  may occur and impede  SKYNET'S  ability to  perform  such  telemetry,
tracking and control services for such spacecraft.



                                    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
AND THAT SUCH SERVICE  SHALL BE FIT FOR ITS INTENDED  PURPOSE AS  IDENTIFIED  IN
EXHIBIT A, STATEMENT OF WORK. 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.



<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

                                LORAL ORION FLEET

                 PART 1, TRACKING, TELEMETRY & CONTROL SERVICES

================================================================================


     Overview

SKYNET'S technical support is comprised of three main areas:

  o  Planning Support

     SKYNET will perform all necessary  SATELLITE  coordination  with the proper
     regulatory   authorities,   including   but  not  limited  to  the  Federal
     Communications  Commission (FCC) and the  International  Telecommunications
     Union (ITU).

  o  GCE/Satellite TT&C Baseband Maintenance and Support

     SKYNET will provide  maintenance support for the GCE hardware and SATELLITE
     TT&C  baseband  hardware  and  software  located on SKYNET  property and at
     remote earth  stations  used to support the TT&C services  associated  with
     this program.

  o  TT&C Services & Payload Management

     SKYNET will provide TT&C services upon take over of the  SATELLITE(S)  from
     the   LORAL   ORION  and  the   Spacecraft   manufacturer.   Primary   TT&C
     responsibilities  will remain with  SKYNET,  as well as  management  of the
     Satellite payload.


     The  following  provides more detail on each of the three areas of SKYNET'S
     support:


<PAGE>



PLANNING SUPPORT

SKYNET will, perform the payload coordination of the LORAL ORION SATELLITE fleet
with all applicable  regulatory  agencies,  including but not limited to the FCC
and the ITU.


GCE/SATELLITE TT&C BASEBAND MAINTENANCE AND SUPPORT

Under  the   provisions   of  this   Statement  of  Work,   SKYNET  will  assume
responsibility  for  maintenance  of GCE and SATELLITE  TT&C baseband  equipment
directly or through subcontractors. Such maintenance activities will include but
not be limited to:

o   Monitor the  performance of the equipment  twenty-four  hours per day, seven
    days per week.
o   Upon detection of a fault, isolate the cause of the fault and repair the GCE
    and SATELLITE TT&C baseband equipment as needed.
o   Perform  preventative  maintenance  on the equipment per the  manufacturer's
    specifications.

SKYNET will be  responsible  for operating  all GCE and SATELLITE  TT&C baseband
equipment  located on SKYNET  property  and at the remote TT&C  stations,  in an
environment that follows manufacturer specifications and/or SKYNET'S operational
guidelines.  For  that  equipment,   SKYNET  will  provide  both  protected  and
unprotected electrical power and conditioned environments,  that meets the needs
of the equipment.



<PAGE>


TT&C SERVICES

SKYNET will provide LORAL ORION  spacecraft  operations  services in the form of
spacecraft  payload and bus analysis  and  configuration  management,  SATELLITE
control, and orbital determination and analysis.

LORAL ORION'S  Spacecraft  operations will be performed on a day-by-day basis by
an experienced  SKYNET staff.  This staff will operate the SATELLITE(S) with the
same  procedures and diligence  SKYNET applies to its Telstar fleet.  The entire
SATELLITE  control staff from both the Hawley and Three Peaks facilities will be
trained to control the LORAL ORION  fleet.  The LORAL ORION  SATELLITES  will be
integrated  into the SKYNET fleet and enjoy the same coverage,  from both Hawley
and  Three  Peaks,  that the  Telstar  fleet  does.  The  demonstration  of this
diligence will be through  periodic health and status reports  provided to LORAL
ORION.

The SKYNET satellite control staff will develop appropriate plans and procedures
for  maintaining  the  proper  Spacecraft  orbits,   monitoring  the  telemetry,
responding  to alarms,  investigating  and  resolving  Spacecraft  anomalies and
commanding the SATELLITE to the proper configuration for service.

SKYNET will provide TT&C services,  as described below,  after SKYNET takes over
LORAL ORION'S first SATELLITE and additional SATELLITE(S) from the manufacturer.


The following provides details of the TT&C service that SKYNET will initiate and
continue to provide throughout the life of the SATELLITE(S):



<PAGE>


o    PAYLOAD AND BUS ANALYSIS AND CONFIGURATION MANAGEMENT

     SKYNET  will  execute  the  following  tasks  on  each of the  LORAL  ORION
     SATELLITES:

1.   ANALYSIS OF SATELLITE TELEMETRY DATA TO DETERMINE  SHORT-TERM AND LONG-TERM
     TRENDS IN THE PERFORMANCE OF EACH OF THE SATELLITE SUB-SYSTEMS.

2.   Review and analysis of any SATELLITE anomalies.  The SKYNET staff will work
     with LORAL ORION and the manufacturer,  if necessary,  in the resolution of
     any Spacecraft anomalies.

3.   SKYNET will  determine,  establish and administer all operating  limits and
     deltas necessary for the quality operation of the Spacecraft(s).


o    Satellite Control

     SKYNET  Satellite  Controllers will be available on a twenty-four (24) hour
     per  day,  seven  (7)  day  per  week  basis  to  continually  monitor  the
     performance  of LORAL  ORION'S  SATELLITE(S).  During  the  course  of this
     monitoring the Satellite Controller will:

1.   Continually  scan for Spacecraft  alarms and check the health and status of
     LORAL  ORION'S  Spacecraft  by reviewing  telemetry  data received from the
     Spacecraft.

2.   Execute  spacecraft  procedures  as designed and  specified  by  spacecraft
     engineer(s)   and   Orbital   Analyst(s)   assigned   to  the  LORAL  ORION
     spacecraft(s).  The LORAL ORION  SATELLITE(S) will be routinely assigned to
     different  analysts and  engineers on the SKYNET staff to ensure our entire
     staff is always familiar with the configuration and operations of the LORAL
     ORION SATELLITE(S).

3.   Execute spacecraft procedures and payload configuration changes.

<PAGE>

4.   Execute spacecraft procedures as needed in response to spacecraft alarms.

5.   Generate ranging data as required.


o    Maneuver Planning, Orbital Determination And Analysis

     SKYNET  will see that each LORAL  ORION  SATELLITE  operated by SKYNET will
     have the  following  activities  conducted by the SKYNET  orbital  analysis
     staff.

1.   Analysis  of  SATELLITE  ranging  data  and  determination  of all  orbital
     elements associated with current and projected SATELLITE positioning.

2.   Design all maneuvers for the SATELLITE(S) to see that SATELLITE(S) are kept
     within  limits  authorized  per  the  SATELLITE   operating  license,   FCC
     requirements,  ITU  requirements  and LORAL ORION'S  reasonable and written
     expectations.

3.   Monitor all SATELLITE flight dynamics during maneuvers to see that maneuver
     plans were executed as designed.

4.   Perform   post-maneuver   analysis  of   SATELLITE(S)   to  determine  fuel
     consumption  during maneuver and prepare  semi-annual end of life estimates
     for each SATELLITE.

5.   Monitor  short-term and long-term  performance  trends of each Spacecraft's
     attitude control and propulsion subsystems.


SKYNET will also perform management of the payload including Satellite access.

Each  maneuver  will have a primary  analyst  who has the  support of the entire
staff.  Again,  the entire  orbital  dynamics  staff will receive all  necessary
training to conduct  operations  for the LORAL ORION fleet.  In order to provide


<PAGE>

the TT&C services  described  above,  SKYNET will augment its present staff with
sufficient payload and bus analysis and configuration managers, orbital analysts
and satellite controllers to operate LORAL ORION'S SATELLITES in the same SKYNET
operates its satellites.


Depending upon the context,  in this Part 1 of this Exhibit A "Spacecraft" shall
have the same  meaning as ascribed to the term  "Satellite"  in Article 1. A. of
Section I of this Contract.




<PAGE>
================================================================================
PART 2,  SATELLITE PROGRAM PERFORMANCE REVIEW
================================================================================


OVERVIEW

This Section 2 defines all services,  data and  documentation to be performed by
SKYNET on behalf of LORAL  ORION for the Orion  satellite(s)  (depending  on the
context,  hereinafter  referred  to as  "Satellite,  Satellites,  Spacecraft  or
Spacecrafts")  programs.  SKYNET will be responsible for review and confirmation
of deliverance of the Satellites in accordance with the specifications agreed to
between the manufacturer and LORAL ORION.

     BASIC PROGRAM CONTENT

     SKYNET will provide experienced and competent personnel to review,  analyze
     and report to LORAL ORION via written reports concerning:

     1.  The acceptability of unit level performance data received directly from
         the manufacturer or from the  manufacturer's  subcontractors  for items
         associated  with the  Spacecrafts'  antenna  subsystem,  communications
         subsystem,  telemetry command and ranging subsystems, buses subsystems,
         spacecraft control electronics, propulsion subsystems, electrical power
         subsystems,  thermal  control  subsystems,  structures  and  mechanisms
         subsystems.

     2.  Support  LORAL ORION in arriving at a  satisfactory  resolution  of any
         unit level tests that suggest the Satellites will not meet  performance
         specifications as outlined in the technical  specifications  section of
         the contract between the manufacturer and LORAL ORION.

     3.  The acceptability of subsystem level performance data received from the
         manufacturer  during the  integration  and assembly of  subsystems  for
         items   associated   with   the   Spacecrafts'    antenna   subsystems,
         communications  subsystems,  telemetry command and ranging  subsystems,
         buses   subsystems,   spacecraft   control   electronics,    propulsion
         subsystems, electrical

<PAGE>
         power subsystems, thermal control subsystems, structures and mechanisms
         subsystems.

     4.  Support  LORAL ORION in arriving at a  satisfactory  resolution  of any
         subsystem level  performance tests that suggest the Satellites will not
         meet   performance   specifications   as  outlined  in  the   technical
         specifications  section of the contract  between the  manufacturer  and
         LORAL ORION.

     5.  The  acceptability  of system level  performance data received from the
         manufacturer  during the thermal vacuum and temperature  cycling of the
         Satellites  for  items   associated  with  the   Spacecrafts'   antenna
         subsystems,  communications  subsystems,  telemetry command and ranging
         subsystems,   buses   subsystems,   spacecraft   control   electronics,
         propulsion  subsystems,  electrical power  subsystems,  thermal control
         subsystems, structures and mechanisms subsystems.

     6.  Support  LORAL ORION in arriving at a  satisfactory  resolution  of any
         system level  performance  tests that suggest the  Satellites  will not
         meet   performance   specifications   as  outlined  in  the   technical
         specifications  section of the contract  between the  manufacturer  and
         LORAL ORION.

PROGRAM OPTIONS

LORAL  ORION,  at its option may request  that SKYNET  provide  experienced  and
competent  personnel  to review,  analyze  and report to LORAL ORION via written
report on the health and status of the Satellites:

1.   During pre-launch activities.

2.   During in orbit testing (IOT) of the Spacecrafts'  buses and communications
     payloads.

     LORAL ORION, at its option may also request that SKYNET provide experienced
     and  competent  personnel to review,  analyze and report to LORAL ORION via
     written report on

<PAGE>

     the  health and  status of the  Satellites'  launch  programs.  SKYNET,  in
     undertaking this task would:

1.   Review  pre-launch  plans and procedures of the launch vehicle provider and
     recommend  corrective actions to prevent or eliminate  performance problems
     and protect schedules.

2.   Track activities of launch vehicle provider.

3.   Review  final  launch  vehicle  readiness  to  launch  of the  LORAL  ORION
     Spacecrafts.

4.   Review mission plans and procedures  including orbit raising and deployment
     of solar arrays and antennas.


DELIVERABLES

The  services,  data and  documentation  to be provided  by SKYNET are  provided
herein. Such services data and documentation provided by SKYNET will include but
not be limited to written reports and compliance matrices which document results
of analysis,  and summary descriptions of the necessary resolution.  SKYNET will
also provide written reports and compliance  matrices which document  results of
all scheduled testing.

o    UNIT AND SUB ASSEMBLIES

     SKYNET will provide  in-process  inspections  or witness  unit  assembly at
     subcontractor.  Data, if provided by a subcontractor  of the  manufacturer,
     would  accompany the unit as an  associated  data package or be obtained at
     the subcontractor's  facility.  Data for units and sub-assemblies  directly
     manufactured  by the  manufacturer  would  be  found  at the  manufacturing
     facility.  All  data  for  analysis  must be  made  available  through  the
     manufacturer's Program Office.


<PAGE>


o    SPACECRAFT INTEGRATION TEST RESULTS

     Such tests will be performed at the manufacturer's facility. SKYNET will be
     present  during the  performance  of such tests.  SKYNET will support LORAL
     ORION  in  reviewing  test  procedures  and  witnessing  the  vendors  (the
     manufacturer) performance of such tests and data collected. Such tests will
     include  but  not  be  limited  to:  panel  integration  tests,   reference
     performance  tests,  thermal  vacuum  testing,  sine vibration and acoustic
     testing,  compact  antenna range testing  (CATR) and final bus testing.  In
     addition  to  supporting  the above  tests,  SKYNET  will also  provide the
     following:

1.   COMMUNICATIONS  SUBSYSTEMS  ANALYSIS

     SKYNET will prepare a complete and comprehensive  Communications Subsystems
     Performance report.  This report will summarize  important  characteristics
     and  parameters  of the  Communications  Subsystems  as it  relates  to the
     performance  specifications  found in the contract between the manufacturer
     and LORAL ORION for the construction of the Satellites.

2.   ELECTRICAL  POWER  SYSTEMS  ANALYSIS  

     SKYNET  will  prepare  a  complete  and   comprehensive   Electrical  Power
     Subsystems   Analysis   report.   This  report  will  summarize   important
     characteristics  and  parameters of the electrical  power  subsystems as it
     relates to the performance specifications found in the contract between the
     manufacturer and LORAL ORION for the construction of the Satellites.

3.   SPACECRAFT  PRE-SHIPMENT  REVIEW 

     SKYNET will witness  pre-shipment  review  conducted by the manufacturer to
     assure that all of the Satellites'  subsystems are in conformance  with all
     requirements  of the  performance  specifications  found  in  the  contract
     between  the  manufacturer  and  LORAL  ORION for the  construction  of the
     Satellites.


<PAGE>

4.   SATELLITE POST SHIPMENT INSPECTION

     SKYNET will review or witness  post-shipment  validation tests conducted by
     the manufacturer to demonstrate that all of the Satellites'  subsystems are
     in conformance  with all  requirements  of the  performance  specifications
     found in the  contract  between  the  manufacturer  and LORAL ORION for the
     construction of the Satellites and has not degraded as a result of shipment
     to the launch site.

5.   SATELLITE LAUNCH READINESS REVIEW

     SKYNET will  participate in the Launch  Readiness  Review of the Satellites
     which will be held not later than ten (10) working days prior to the launch
     date of the Satellites.  SKYNET will expressly concentrate on the readiness
     of satellite  subsystems.  SKYNET, in performance of this review along with
     the  manufacturer,  will  advise  LORAL  ORION  on  the  condition  of  the
     Spacecrafts  prior to LORAL ORION  giving  final  GO/NOGO  authority to the
     manufacturer.

6.   IN-ORBIT TEST REVIEW/SATELLITE ACCEPTANCE

     SKYNET will  participate in the In-Orbit Test review of the Satellites that
     will be held at a location  to be  selected  by LORAL  ORION.  SKYNET  will
     expressly concentrate on the in orbit performance of all of the Satellites'
     Subsystems.   SKYNET,   in  performance  of  this  review  along  with  the
     manufacturer,  will advise LORAL ORION on the condition of the  Spacecrafts
     prior to final acceptance of the Satellites by LORAL ORION.