Exhibit
10.3


CONFIDENTIAL
TREATMENT





Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission pursuant to Rule
24b-2 under the Securities Exchange Act of 1934. Such portions are marked “[*]”
in this document; they have been filed separately with the
Commission.














AMENDMENT
NO. 3





TO





CONTRACT
NUMBER GINC-C-08-0390





BETWEEN





GLOBALSTAR,
INC.





AND





HUGHES
NETWORK SYSTEMS, LLC





FOR





RADIO
ACCESS NETWORK (RAN)


AND
USER TERMINAL SUBSYSTEM




































HUGHES
AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY




This
Amendment No. 3 ("Amendment") is entered into effective as of September 21, 2009
("Effective Date"), by and between Hughes Network Systems, LLC, a limited
liability company organized under the laws of Delaware (hereinafter referred to
as the "Contractor") with its principal place of business at 11717 Exploration
Lane Germantown, Maryland 20876 USA, and Globalstar, Inc., a company
incorporated under the laws of Delaware with its principal place of business at
461 South Milpitas Boulevard, Milpitas, California 95035 (hereinafter referred
to as "Globalstar" or "Customer").  As used herein, Contractor and
Globalstar may be referred to individually as a "Party" and collectively as the
"Parties".





WHEREAS,
the Parties entered into Contract No. GINC-C-08-0390 for the delivery of the
Radio Access Network (RAN) and the User Terminal Subsystem (UTS)
("Contract");





WHEREAS,
the Parties entered into a Letter Agreement, dated September 22, 2008, for the
deferral of payment of certain Payment Milestones ("Deferred Payments") under
the Contract, subject to interest;





WHEREAS,
the Parties entered into Amendment No. 1, dated June 16, 2009, to the Contract
for the payment of the Deferred Payments with interest, the PDR Payment
Milestone and advance payments;





WHEREAS,
the Parties entered into Amendment No. 2, dated August 28, 2009, to the Contract
to extend the schedule of the RAN and UTS program by fifteen (15) months and to
revise certain payment milestones and program milestones to reflect the revised
program timeline;





WHEREAS,
Amendment No. 2 also called for the Parties to mutually agree on a revised
program milestone schedule and amend Exhibit A, Statement of Work to incorporate
the revised schedule;





WHEREAS,
the Parties have agreed on a revised program milestone schedule and now desire
to amend the Statement of Work to incorporate the revised program milestone
schedule;





NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein, and intending to be legally bound hereby,the Parties agree to
amend the Contract as follows:





1.           Exhibit
A, Statement of Work (Revision A), dated May 1, 2008, shall be deleted and
replaced in its entirety by a new Exhibit A, Statement of Work (Revision B),
dated September 18, 2009.





2.           This
Amendment shall be governed by and interpreted according to the laws of the
state of New York.





3.           This
Amendment may be signed in counterparts and each original counterpart shall be
deemed binding on each Party collectively and individually.





4.           Except
as amended herein, all terms and conditions of the Contract shall remain in full
force and effect.





IN WITNESS WHEREOF, the
Parties hereto have signed this Amendment in duplicate.





GLOBALSTAR, INC.
                            
                            HUGHES NETWORK SYSTEMS, LLCBY:
                            /s/ Paul Rosati
                            
                            BY:
                            /s/ Sean FlemingName:
                            Paul
      Rosati
                            
                            Name:
                            Sean
      FlemingTitle:
                            Contracts
      Manager
                            
                            Title:
                            Senior
      CounselDate:
                            September
      21, 2009
                            
                            Date:
                            September
      21, 2009


2
 HUGHES
AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY








H36750






































RADIO
ACCESS NETWORK (RAN)


AND
USER TERMINAL SUBSYSTEM (UTS)








EXHIBIT
A:  STATEMENT OF WORK





Revision
B

















September
18, 2009
























3
 HUGHES
AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY


[*]