EXHIBIT 8
                                    ---------


                            ARTICLE 7: ACCESS TO WORK


         Articles  7 and  40  of  the  ORION  2  Purchase  Contract  are  hereby
incorporated by reference  herein and made a part hereof with the exceptions and
amendments set forth below.


    ACCESS TO WORK            (REF.  ARTICLE  7.1 OF PART  1(A)  OF THE  ORION 2
                              PURCHASE CONTRACT):

              During  the  Option  Period,  access  to  work  areas  related  to
     Contractor's   product  line  of  all  platform  equipment  and  subsystems
     ("Platform   Generic  Equipment  and  Subsystems")  shall  be  provided  at
     reasonable times provided that such access does not unreasonably  interfere
     with the Work and is coordinated with the Contractor Project Manager.  This
     sentence  shall not affect  ORION's  access to Work  related to the payload
     and/or its subsystems.




   RESIDENTS/REPRESENTATIVES  (REF.  ARTICLE 7.2 OF PART 1(A);  SECTIONS  3.4.5,
                              3.9.1,  3.9.2, 3.9.3 OF PART 2(A); ITEM 39 OF PART
                              2(B); AND SECTIONS 1.2, 3.1, 3.1.1,  3.1.2, 3.1.4,
                              3.1.5, 3.1.6, 3.1.7,  3.1.7.1,  3.1.7.2,  3.1.7.4,
                              AND 3.2 OF  PART  3(B)  OF THE  ORION  2  PURCHASE
                              CONTRACT)





              During the Option  Period,  the attendance at meetings and reviews
     by ORION residents and  representatives  shall not extend to those meetings
     and reviews  related solely to Platform  Generic  Equipment and Subsystems;
     with regard to such  meetings  and  reviews,  Contractor  shall  review the
     contents of such  meetings  and reviews  promptly  with ORION to the extent
     that such  contents  affect  the ORION 2  Spacecraft.  Notwithstanding  the
     above,  ORION  shall be  permitted  to attend  design  reviews of  Platform
     Generic  Subsystems,  such attendance to be coordinated with the Contractor
     Project Manager.


                          ARTICLE 40: PROGRESS REPORTS


         PROGRESS REPORTS     (REF.  ARTICLE 40 OF PART 1(A) OF ORION 2 PURCHASE
                              CONTRACT)

              During  the Option  Period,  the  provisions  of Article 40 of the
     Orion 2 Purchase Contract shall not apply to Platform Generic Equipment and
     Subsystems;  instead, during the Option Period Contractor shall (a) provide
     ORION regular Progress Reports,  in reasonable detail, on the status of the
     Platform  Generic  Equipment  and  Subsystems,

















                                        1
<PAGE>


     including any schedule or  performance  issues,  with the same frequency as
     Contractor  is  required  to  deliver  progress  reports  under the ORION 2
     Purchase  Contract,  and (b) allow  ORION to  participate  in  meetings  in
     accordance  with Article 7, as amended,  above.  Nothing in this  provision
     shall relieve Contractor of any of its obligations for the Delivery of Data
     and  Documentation  under  Part  2(A)  (Statement  of Work)  and Part  2(B)
     (Contract Documentation Requirements List).


















                                       2










<PAGE>



                       FIRST AMENDMENT TO THE AMENDED AND
                     RESTATED OPTION AGREEMENT FOR PURCHASE
                              OF ORION 2 SPACECRAFT

         THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED  OPTION  AGREEMENT FOR
PURCHASE OF ORION 2 SPACECRAFT  (this "First  Amendment"),  dated as of February
13, 1997 ("Effective  Date"),  by and between  International  Private  Satellite
Partners,  L.P., d/b/a Orion Atlantic, L.P., a Delaware limited partnership with
its principal  offices at 2440 Research  Boulevard,  Rockville,  Maryland 20850,
United States ("ORION"), and Matra Marconi Space UK Limited, a company organized
and existing under the laws of England and Wales with its  Registered  Office at
The Grove, Warren Lane, Stanmore, Middlesex, HA7 4LY, England ("MMS").

         WHEREAS, Orion Satellite Corporation,  as General Partner of ORION, and
MMS entered into the Amended and Restated Option Agreement for Purchase of ORION
2 Spacecraft, dated January 29, 1997 (the "Option Agreement");

         WHEREAS,  the parties desire to amend certain  provisions of the Option
Agreement;

         NOW,  THEREFORE,  in consideration of the above premises and the mutual
covenants  and  agreements  contained  herein,  and for other good and  valuable
consideration,  the receipt of which is hereby acknowledged,  the parties hereto
(hereinafter the "Parties") agree as follows:

         1. The table in Section 4.1 is deleted and replaced with the following:

<TABLE>
<CAPTION>
                                                                                             Option
                                                                      Option                 Installment
                                            Total Option              Installment            Payment
Option                                      Installment               Payment                Amount (Launch
Installment          Payment                Payment                   Amount                 Vehicle)
Payment #            Date                   Amount                    (Spacecraft)
<S>                  <C>                    <C>        <C>
              1      Feb. 28, 1997*         US$         2.0 Million
              2      March 31, 1997         US$        26.4 Million
              3      July 31, 1997
              4      Dec. 31, 1997
----------------------------------------------------------------------------------------------------------------
Total                                       US$        48.4 Million

</TABLE>

         2.       Section 4.4 of the Option Agreement is deleted.

         3.       Section 5.1 of the Option  Agreement  is deleted and  replaced
                  with the following:

                           5.1  ORION may  exercise  the  Option  from the First
                  Installment  Payment  Date  through the last day of the Option
                  Period by paying to (a) MMS the cumulative  Milestone Payments
                  payable  under  the  ORION 2  Purchase  Contract  through  the
                  exercise   date   less   the   Option   Installment   Payments
                  (Spacecraft)  paid  pursuant to Section 4.1 above to such date
                  and (b) the


                                       3



<PAGE>




                  Launch Vehicle Agency the cumulative Progress Payments payable
                  under the ORION 2 Purchase  Contract through the exercise date
                  less  the sum of US  ___________  and the  Option  Installment
                  Payments  (Launch  Vehicle) of US __________  paid pursuant to
                  Section 4.1 above to such date (in the aggregate,  the "Option
                  Exercise  Price").  If there is a dispute as to the cumulative
                  Milestone  Payments or Progress  Payments  payable through the
                  exercise  date, the provisions set forth in Article 6.2 of the
                  ORION 2 Purchase Contract shall apply. The Milestone  Payments
                  and the Progress  Payments required to be made hereunder shall
                  be made by wire transfer to the accounts designated in Article
                  6.1.3 of the ORION 2 Purchase Contract.  MMS shall notify, and
                  shall cause the Launch Vehicle Agency to notify,  ORION of any
                  change in the account  information  contained  in said Article
                  6.1.3 at least  ten  days  before  any  Milestone  Payment  or
                  Progress Payment is required to be made.

         4.       Section 10 of the Option  Agreement  is deleted  and  replaced
                  with the following:

                           10. Payments. ORION shall make all Option Installment
                  Payments   (Spacecraft   and   Launch   Vehicle)   to  MMS  by
                  transferring  the  amounts  required  to be  paid  to the  MMS
                  account  designated  in Article  6.1.3 of the ORION 2 Purchase
                  Contract.  All  payments to be made  pursuant  hereto shall be
                  made in U.S. Dollars.  MMS shall notify ORION of any change in
                  the account  information  contained in Article  6.1.3 at least
                  ten days before any Option Installment  Payment is required to
                  be made.

         5. In the event of any  inconsistency  between this First Amendment and
the  remaining  provisions  of the  Option  Agreement,  the terms of this  First
Amendment shall govern.

         6. This First  Amendment  may be executed by the Parties in two or more
counterparts, each of which shall be deemed to be an original instrument but all
of which shall be deemed to be one and the same instrument.

         7. This First  Amendment  shall be  governed by the law of the State of
Maryland of the United States of America.

         IN WITNESS WHEREOF,  the Parties have caused this First Amendment to be
executed by their duly authorized representatives, with an Effective Date as set
forth in the introductory paragraph of this First Amendment.



INTERNATIONAL PRIVATE SATELLITE               MATRA MARCONI SPACE
PARTNERS, L.P.                                          UK LIMITED


By: Orion Satellite Corporation,
    General Partner


By:                                           By:
   ----------------------------------            -------------------------------
      Name:  W. Neil Bauer                              Name:  Armand Carlier
      Title: President and CEO                          Title:     Chairman