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                          AMENDMENT NO. 3 TO
      AMENDED AND RESTATED ORBIMAGE SYSTEM PROCUREMENT AGREEMENT

      This Amendment No. 3 (the "Amendment") to the Amended and
Restated ORBIMAGE System Procurement Agreement between Orbital
Sciences Corporation ("Orbital") and Orbital Imaging Corporation
("OIC"), as amended by Amendment No. 1 dated December 31, 1998 and by
Amendment No. 2 dated September 15, 1999 (the "Agreement") is made
and entered into as of the 30th day of March, 2000.

                               RECITALS

      WHEREAS, the parties desire to amend the Agreement as set forth
below.

      NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and other valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows.


SECTION 1. Clarification with Respect To Satellites

      This Amendment reflects the parties' current understanding that
the OrbView-4 satellite will be launched prior to the OrbView-3
Satellite.


SECTION 2. Amendment to Article 2.

      The Agreement is hereby amended by inserting a new Section 2.7
as follows:

      "2.7 OrbView-3 Gyro Modification.  Orbital agrees to make the
necessary modifications to the OrbView-3 Satellite, including
replacement of the satellite's gyroscope in order to meet the
geo-positional performance specifications and Product Accuracy
Requirements set forth in the OrbView High-Resolution Imagery System
Mission Requirements Document (Exhibit C, Part 1A) and Statement of
Work (Exhibit C, Part 1B) (the "OrbView-3 Gyro Modification").  The
price payable by OIC for the OrbView-3 Gyro Modification is set forth
in Section 3.1, CLIN 0011 of the Agreement."


SECTION 3. Amendment to Article 3 and Schedule F.

      (a)  The parties hereby amend Section 3.1, CLIN 009 (On-Orbit
Performance Incentives) of the Agreement by deleting the fixed price
amount of $10,000,000 stated therein and substituting therefor
"$22,500,000."
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      (b)  The parties hereby amend the Agreement to add a new CLIN
011 (OrbView-3 Gyro Modification) to Section 3.1 of the Agreement,
with the price therefor to be 50% of Orbital's cost of the OrbView-3
Gyro Modification, which CLIN amount shall not exceed $1,500,000.
CLIN 011 shall be payable pursuant to Section 5.6 of the Agreement as
amended by this Amendment.

      (c)  The parties hereby agree to amend Exhibit F of the
Agreement to reflect the amendments made hereby promptly after
execution of the Amendment.

SECTION 4. Amendment to Article 5.6.

      The parties hereby amend the Agreement by deleting Section 5.6
in its entirety and substituting therefor the following new Section
5.6:

                "Section 5.6.  On-Orbit System Performance Incentive.

           (a)  For the OrbView-3 Satellite, OrbView-4 Satellite and
      OrbView-3/4 ground system elements, OIC agrees to pay Orbital an on-orbit
      system performance incentive not to exceed a fixed price of up to
      $2,250,000 per operational year for each satellite (the "On-Orbit
      Performance Incentive"). Notwithstanding the foregoing, the per-year
      On-Orbit Performance Incentive price for the OrbView-3 Satellite also
      shall be increased by one-fifth of the amount of CLIN 0011.  The On-Orbit
      Performance Incentive shall be paid during each satellite's 5 year
      operational life.  The Milestone Payment Schedule for the On Orbit
      Performance Incentive is set forth on Exhibit F.  The first payment shall
      be made 12 months following completion, and OIC acceptance, of on-orbit
      system verification of the respective OrbView satellite and ground segment
      elements. The actual On-Orbit Performance Incentive payable for each
      satellite for each 12 month period shall be the applicable On-Orbit
      Performance Incentive amount multiplied by the value of the Global
      Efficiency Metric ("GEM"), which can range from one to zero.  The GEM
      formula is represented as the product of the performance parameters
      defined in the Statement of Work (Exhibit C).  The GEM parameters shall be
      measured initially by Orbital as part of the OrbView-3 and OrbView-4
      on-orbit system checkout to establish performance compliance using a
      benchmark test.  OIC will repeat this benchmark test, on an annual basis,
      to obtain the GEM value and actual incentive payable to Orbital.  Orbital
      may participate in such testing at its own expense.  Payment shall be made
      by OIC within 15 days of completion of the GEM evaluation report.

           (b)  In the event that the OrbView-4 Satellite has not been
      launched by January 31, 2001, then the On-Orbit Performance
      Incentive for each of the OrbView-3 and OrbView-4 Satellites
      shall be reduced by $250,000 per year.  In the event that
      neither the OrbView 3 nor the OrbView-4 Satellite has been
      launched by March 31, 2001, then the On-Orbit Performance
      Incentive for each of the OrbView-3 and OrbView-4 Satellites
      shall be reduced by an additional $250,000 per year.  For
      purposes of this Section 5.6(b), Orbital shall not be deemed to
      have failed to launch either the OrbView-3 Satellite or the
      OrbView-4 Satellite, as the case may be, if such failure is the
      result of an act of God, the public enemy, embargo, governmental
      act, fire, accident, war, riot, strikes, inclement


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      weather or other cause of a similar nature that is beyond the control of
      Orbital, including a decision by OIC not to proceed with launch (other
      than an OIC decision not to proceed with launch that can be shown to be
      attributable to Orbital's performance or to have been within its control
      or due to its fault or negligence as described in Section 14.3 of the
      Agreement). In the event of an occurrence described in the preceding
      sentence, Orbital and OIC shall agree in good faith to a new launch date
      to occur as soon as possible after the end of such event. If the
      applicable satellite has not been successfully launched by such
      rescheduled date, then the On-Orbit Performance Incentive shall be reduced
      as described in this Section 5.6(b)."

SECTION 5. No Further Changes.

      Except as modified by this Amendment, the Agreement remains
unmodified and in full force and effect.


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      IN WITNESS WHEREOF, the parties have caused this Amendment No. 3
to the Amended and Restated ORBIMAGE System Procurement Agreement to
be executed as of the date first written above.

ORBITAL SCIENCES CORPORATION



By:   /s/ James R. Thompson
      -------------------------------------
      James R. Thompson
      President and Chief Operating Officer


ORBITAL IMAGING CORPORATION


By:   /s/ Armand D. Mancini
      -------------------------------------
      Armand D. Mancini
      Vice President and Chief Executive Officer




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