<PAGE>

                                                                       Page 1

                                ESAT-GTL-CT0098R

                                 Prime Contract
                                       for
                           ESAT Communications System

                                     between
                                 DBS Industries
                                       and
                            Alcatel Space Industries
                                REDACTED VERSION
                        CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

                                                                       Page 2

                                TABLE OF CONTENTS

<TABLE>
<C>                                                                          <C>
1.    DEFINITIONS.............................................................4
2.    SCOPE OF WORK...........................................................8
3.    DBSI'S UNDERTAKINGS.....................................................9
4.    PRICE..................................................................11
5.    DELIVERY SCHEDULE......................................................14
6.    PAYMENT................................................................15
7.    INSPECTION AND ACCEPTANCE..............................................22
8.    OPTIONS................................................................25
9.    ACCESS TO WORK IN PROGRESS.............................................27
10.   TRANSFER OF TITLE AND RISK.............................................28
11.   RIGHTS IN DATA.........................................................29
12.   PROPRIETARY AND/OR CONFIDENTIAL INFORMATION............................32
13.   PUBLIC RELEASE OF INFORMATION..........................................33
14.   LIMITATION OF LIABILITY................................................34
15.   PATENTS, TRADEMARKS AND COPYRIGHTS.....................................35
16.   EXTENSIONS FOR EXCUSABLE DELAYS........................................37
17.   LIQUIDATED DAMAGES FOR LATE DELIVERY...................................39
18.   TERMINATION FOR DEFAULT................................................41
19.   TERMINATION FOR CONVENIENCE............................................44
20.   OPPORTUNITY TO CURE A DEFECT...........................................46
21    THE CONTRACTOR'S RIGHT TO SUSPEND OR TERMINATE THE WORK................48
22.   CHANGES................................................................50
23.   SUBCONTRACTS...........................................................52
24.   ASSIGNMENTS............................................................54
25.   WARRANTY...............................................................55
26.   INDEMNIFICATION........................................................56
27.   APPLICABLE LAW AND ARBITRATION.........................................58
28.   SPECIFIC PROVISIONS....................................................59
29.   ENTIRE AGREEMENT.......................................................60
30.   EFFECTIVE DATE.........................................................61
31.   COMMUNICATION AND AUTHORITY............................................62
32.   KEY PERSONNEL..........................................................64
</TABLE>


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                                                                       Page 3

This Contract is made this 8th day of October 1999, as amended by the Parties on
December 22, 1999

Between:

         Alcatel Space Industries, a corporation organized under the laws of
         France having its principal place of business at 5 rue Noel Pons, 92737
         Nanterre, Cedex, France (hereinafter "The Contractor")

and

         DBS Industries Inc., a corporation organized under the laws of Delaware
         USA having its principal place of business at 100 Shoreline Highway,
         Suite 190A, Mill Valley, CA 94941, USA on its own behalf and on behalf
         of its wholly owned subsidiary, Newstar Limited, organized under the
         laws of Bermuda (hereinafter collectively "DBSI").

DBSI and the Contractor shall be referred to jointly as the "Parties".

WHEREAS:

DBSI, by and through its subsidiary E-SAT, Inc., is the holder of a
Non-Voice, Non-geostationary Mobil Satellite Service license ( < < LEO
License > > ) issued by the Federal Communications Commission of the
United States ( < < FCC > > ) on March, 31, 1998 and awarded to E-SAT, Inc.
( < < ESAT > > ) upon its November 15, 1994 application N// 26-SAT-P/LA-95 and
subsequent amendments.

DBSI plans to use the LEO License to construct, launch and operate the
Non-Voice, Non-geostationary  < < Little LEO > > mobile Satellite system (the
< < E-SAT Program > > ).

Within such program, DBSI intends to develop, own, exploit and operate a global
satellite telecommunication system to provide commercial, worldwide, low cost
data collection services commonly referred to herein as the E-SAT Communication
System.

DBSI, for this purpose, has entered into two Subcontracts for the supply of the
Launch Services and the Satellite platform. The Satellite platform Subcontract
( < < Surrey Satellite Technology Limited (SSTL) Subcontract > > ) is assigned
by DBSI to the Contractor for the execution of the Prime Contract, at EDC, and
pursuant to the provisions of a separate Assignment Agreement.

DBSI intends to separately undertake the Launch Services and all insurance
related thereto and the In-Orbit operation of the Satellites of the E-SAT
Communication System.

DBSI desires to purchase and the Contractor desires to provide the ESAT
Communication System in accordance with the provisions of this Contract.

NOW THEREFORE IT IS HEREBY AGREED as follows :


<PAGE>

                                                                       Page 4

1.       DEFINITIONS

         CONSTELLATION

         Means six Fully Operational Satellites as more specifically provided
         for in Article 7. (Inspection and Acceptance).

         CONSTRUCTIVE TOTAL LOSS

         Is deemed to have occurred when Satellite IOP is less than 0.5 (If such
         definition in the Risk Management insurance policy differs from that
         herein, the Parties agree to modify this definition to conform with the
         definition used in the applicable Risk Management insurance policy).

         CONTRACT PRICE

         Means the Firm Fixed Price including the Performance Incentives as
         provided for in Article 4 (Price) and Article 6 (Payment).

         DAY

         Means a calendar day.

         DEFECT

         Shall have the meaning as ascribed for in Article 20 (Opportunity to
         Cure a Defect).

         EFFECTIVE DATE OF CONTRACT OR "EDC"

         Shall have the meaning ascribed to it in Article 30 (Effective Date).

         ESAT COMMUNICATION SYSTEM

         Means the aggregate of:

         (1)      3 (three) Fully Operational Satellites at SPAR and 3 (three)
                  more Fully Operational Satellites at SFAR subject to Article 7
                  Inspection and Acceptance,

         (2)      THE GROUND CONTROL SEGMENT,

         (3)      THE GROUND COMMUNICATION NETWORK,

         (4)      THE TERMINAL SEGMENT AND

         (5)      THE COMMUNICATIONS CENTER

         as such terms are defined in Exhibit A (Statement of Work) and in
         Exhibit B, (ESAT Level A Requirements Specification, ESAT-BJT-SP0078).
         The E-SAT Communication System is to be supplied to DBSI as part of the
         Work.

         GROUND SEGMENT

         The Ground Segment means the aggregate of : (1) the Ground Control
         Segment, (2) the

<PAGE>

                                                                       Page 5

         Communication Center, and (3) the Ground Communication Network, which
         have the meaning ascribed to them in Exhibit B, (ESAT Level A
         Requirements Specification, ESAT-BJT-SP0078). The Ground Segment is to
         be supplied to DBSI as part of the Work.

         FULLY OPERATIONAL SATELLITE

         A < < Fully Operational Satellite > > or < < Fully Operational
         Satellites > > shall mean one or more Satellites which meets the
         Acceptance Criteria set forth in Exhibit C (E-SAT Acceptance Criteria)
         relating to a Satellite to be manufactured by the Contractor under this
         Contract.

         GATEWAY MODE

         When in gateway mode, the Satellite sends the stored inbound signals to
         the gateway on the feeder downlink and receives the outbound messages
         from the gateway on the feeder uplink.

         INITIAL SET

         Means the first set of three Fully Operational Satellites to be
         manufactured, delivered on ground by the contractor under this Contract
         as part of the Work .

         LAUNCH

         Means the intentional ignition of the first stage engines of the Launch
         Vehicle, followed by Lift-off of the Launch Vehicle and refers to the
         Launch of the Initial Set or the Second Set, as the case may be.

         LAUNCH DATE

         Means the date of Launch.

         LAUNCH SERVICES

         Shall mean the Launch Vehicle, payload dispenser system, Launch, Launch
         phase mission planning and analysis provided by DBSI and more
         particularly described in Exhibit A (Statement of Work).

         LAUNCH VEHICLE AGENCY

         Means the company selected by DBSI for the Launch of the Satellites
         pursuant to the conditions of the Launch Services Agreement.

         LAUNCH VEHICLE

         Shall mean the Launch vehicle capable of placing the Satellites into
         its designated orbit.

         LEOP

         Means Launch and Early Orbit Phase as described in Exhibit A (Statement
         of Work) hereof.

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                                                                       Page 6

         LIBOR

         Means the London Interbank Offered Rate.

         LIFT-OFF

         Means the intentional ignition and upward acceleration of the first
         stage of the Launch Vehicle.

         ORBITAL STORAGE

         Means any period of time of intentional non-use by DBSI of a Launched
         Satellite which is performing in accordance with Article 6 (Payment).

         PARTIAL LOSS

         Is deemed to have occurred when the Satellite IOP is greater than or
         equal to 0.5 but less than 1.0. (If such definition in the Risk
         Management insurance policy differs from that herein, the Parties
         agree to modify this definition to conform with the definition used
         in the applicable Risk Management insurance policy).

         SATELLITE

         Satellite means a satellite composed of a payload and a platform as
         described in Exhibit B, (ESAT Level A Requirements Specification,
         ESAT-BJT-SP0078) to be supplied to DBSI as part of the Work.

         SATELLITE CONTROL CENTER

         Shall have the meaning ascribed to it in Exhibit B, (ESAT Level A
         Requirements Specification, ESAT-BJT-SP0078).

         SECOND SET

         Means the second set of 3 (three) Fully Operational Satellites to be
         manufactured, delivered on ground by Contractor, under this Contract
         as part of the Work.

         SERVICE MODE

         When in service mode, the Satellite formats and transmits outbound
         messages to the terminals on the service downlink and stores inbound
         signals received from the terminals via the service uplink in its
         on-board memory.

         SET

         Means 3 (three) Fully Operational Satellites to be manufactured under
         this Contract.

         SUBCONTRACT(S)

         Means any contract awarded by the Contractor to any third party for
         the completion of the

<PAGE>

                                                                       Page 7

         Work ; Subcontracts include Major Subcontracts.

         SUCCESSFUL INJECTION

         Means the Satellites have been placed in the mission orbit within
         3-sigma accuracy as specified in Exhibit B (ESAT Level A Requirements
         Specification, ESAT-BJT SP0078D-September 10, 1999).

         SPAR

         Means the E-SAT Communication System Preliminary Acceptance Review
         which happens after the completion of the Acceptance Tests as defined
         in Article 7 (Inspection and Acceptance).

         SFAR

         Means the E-SAT Communication System Final Acceptance Review which
         happens after the completion of the E-SAT Communication System
         Preliminary Acceptance Review and Final Acceptance Tests as defined
         in Article 7 (Inspection and Acceptance).

         SPDR

         Means the E-SAT Communications System Preliminary Design Review which
         is scheduled to occur at EDC +4.

         TOTAL CONTRACT PRICE

         Means the Contract price and the Phase 2 Terminal Segment estimated
         price as provided for in Article 4 (Price) and in Article 6 (Payment).


         TOTAL LOSS

         Is deemed to have occurred if a Launched Satellite is lost or
         destroyed or its IOP is equal to 0. (If such definition in the Risk
         Management insurance policy differs from that herein, the Parties
         agree to modify this definition to conform with the definition used
         in the applicable Risk Management insurance policy).

         TOTAL PRIME CONTRACT PRICE

         Means the sum of the Total Contract Price and the price SSTL
         Subcontract as referred to in Article 4 (Price) and Article 6
         (Payment).

         WORK

         Means the whole work described in the Contract and its Exhibits and
         where the context so permits or requires < < Work > > includes any part
         or parts of the Work.

<PAGE>

                                                                       Page 8

2.       SCOPE OF WORK

2.1.     The Contractor shall provide the necessary personnel, material,
         equipment, services, facilities and export licenses or authorizations
         to perform the Work in accordance with the provisions of this Contract
         including the Exhibits listed below, and to make delivery to DBSI as
         set forth in Article 5 (Delivery Schedule). The following documents
         constitute the > > Contract < < :

         -        These Terms and Conditions contained in the Articles 1 to 32
                  of this Contract :

         -        Exhibit A: Statement of Work for the ESAT Communication
                  System, ESAT-GTL-SW0097D-September 10, 1999.

         -        Exhibit B: ESAT Level A Requirements Specification,
                  ESAT-BJT-SP0078D-September 10, 1999.

         -        Exhibit C: ESAT Acceptance Criteria, ESAT-MLO-SP0112D-October
                  7, 1999.

         -        Exhibit D: Specimen of Certificate of Acceptance

         -        Exhibit E : Key Personnel

         -        Exhibit F: Specimen form of Stand-by Letter of Credit

2.2      In the event of any discrepancy or inconsistency between the terms and
         conditions of this Contract and the Exhibits, or among the Exhibits,
         such discrepancy or inconsistency shall be resolved according to the
         order of precedence in which the documents are listed here above.

2.3      Any specifications, events or deliverables identified as "TBD" (meaning
         to be determined) or "TBC" (meaning to be confirmed) in the Exhibits to
         this Contract shall be replaced by definitive values before EDC +4,
         unless mutually agreed otherwise by the Parties. The values will be
         proposed by the responsible Party and are subject to the approval of
         the other Party.

<PAGE>

                                                                       Page 9

3.       DBSI'S UNDERTAKINGS

3.1.     General.

3.1.1.   The undertakings of DBSI are enumerated in the Contract, in order to
         allow the Contractor to define the limit of his own undertakings and
         responsibilities. Within the framework of this Contract they constitute
         an obligation for DBSI only insofar as they are necessary for the
         successful and timely execution of the Contractor's tasks. The
         undertakings of DBSI may be redefined in agreement with the Contractor.

3.1.2.   Failure of DBSI to perform in due time its obligations under this
         Contract may cause the Contractor to incur additional costs, other
         damages and delay for the Contractor to complete its contractual
         obligations. All costs incurred by the Contractor due to DBSI's failure
         to fulfill its obligations for whatever reasons shall be borne by DBSI.
         The Contractor shall use all reasonable endeavors to minimize the
         amounts of such additional costs. Any delay incurred by the Contractor
         due to DBSI's failure to fulfill its obligations for whatever reasons
         shall be considered Excusable Delays as set forth in Article 16.
         (Extensions for Excusable Delays) and the Contractor may terminate the
         Contract as provided for in Article 21 (Contractor's right to
         terminate).


3.1.3.   The Contractor shall, within thirty (30) days, of DBSI's failure to
         perform an obligation, notify DBSI of the Contractor's preliminary
         assessment of the consequences of DBSI's failure to perform its
         obligations.

3.2.     DBSI's Undertakings and Responsibilities.

3.2.1.   DBSI undertakes to fulfill all its obligations as defined in Exhibit A
         (Statement of Work), such as but not limited to :

3.2.1.1. DBSI shall obtain, at its own expenses, all necessary authorizations
         and approvals, such as but not limited to, for frequency coordination,
         for the installation of the Gateway Earth Station at Spitzbergen
         (Norway) and for the TTC station at Guildford (United Kingdom) and any
         licenses required for the Contractor's performance under this contract
         with the exception of (i) the licenses for importation in France of
         items to be delivered to the Contractor by the Subcontractors, (ii) the
         export licenses needed for export from France of the Deliverable Items
         and (iii) the import licenses needed for importation to Norway of the
         Gateway Earth Station.

3.2.1.2. DBSI shall provide the Launch Services, in accordance with and as
         scheduled in Exhibit A (Statement of Work) and the separate Launch
         Services Agreement between DBSI and Eurokot Launch Services GmBH dated
         March 29, 1999.

3.2.1.3. DBSI shall, with the support of the Contractor, evaluate the Terminal
         Subcontractor proposals according to Exhibit A in sufficient time to
         proceed with the Contract.

3.2.2    DBSI shall purchase insurance against the risk of loss during the
         launch and early orbit phase ("LEOP") and the initial in-orbit phase
         ("IOT") of a Satellite's operation. In this respect, DBSI undertakes to
         acquire insurance prior to the transfer of risk provided for in Article
         10.2

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                                                                       Page 10

         covering any loss of a Satellite during the period between the Launch
         of a Satellite and the System Final Acceptance Review ("SFAR").
         Notwithstanding anything else to the contrary, DBSI may purchase
         additional insurance coverages for periods prior to SFAR or after SFAR,
         as it may from time to time deem advisable.

3.2.3.   Prior to EDC +4 months, DBSI shall provide the Contractor with a
         stand-by letter of credit in an initial amount of $[Redacted] MUSD on
         commercially reasonable terms and conditions substantially similar to
         Exhibit F(Specimen Form of Standby Letter of Credit). DBSI shall
         provide the Contractor with a preliminary draft of the stand-by letter
         of credit to be issued by a bank acceptable to the Contractor prior to
         EDC + 2.5 months.


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                                                                       Page 11

4.       PRICE

4.1.     Total Prime Contract Price

         Upon the full, satisfactory and timely performance of the Work by the
         Contractor, DBSI shall pay to the Contractor the Total Prime Contract
         Price of:

<TABLE>
<S>                                                                                     <C>
           Contract Price:                                                              $[Redacted]

           Phase 2 Terminal Segment (estimated)                                         $[Redacted]

           Total Contract Price:                                                        $[Redacted]

           Platform Subcontract Price:                                                  $[Redacted]

           Total Prime Contract Price:                                                  $88,632,233
</TABLE>

4.2.       Contract Price Breakdown [Redacted]


<PAGE>

                                                                       Page 12


<PAGE>

                                                                       Page 13



4.3.     Conditions

         Except for the Phase 2 Terminal Segment estimated price, all prices are
         Firm Fixed Prices including all taxes, levies, duties and other charges
         of any nature, applicable or to become applicable in any country where
         the work is performed with the exception of the Russian taxes and
         duties on the Launch Services as well as in connection with the
         importation and launch of the Satellites as provided for in the
         Launches Services Agreement and of the items identified as VAT
         applicable in Section 4.2 (Contract Price Breakdown) above. Items
         identified as VAT applicable items are subject to Value Added Tax, at
         the rate in force at the date of invoice of milestone 10, in France
         which is due by DBSI in addition to the Contract Prices listed above.

         Prices are binding on the Contractor and expressed in United States
         Dollars.

4.4.     Phase 2 Terminal Segment Price

         The price of the Phase 2 Terminal Segment is estimated at
         [Redacted]MUSD at the date of signature of this contract. The firm
         fixed price of the Phase 2 Terminal Segment will be agreed by the
         parties at the end of the phase 1 Terminal Segment at the latest (EDC +
         7 months).

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                                                                       Page 14

5.       DELIVERY SCHEDULE

5.1.     The System Preliminary Acceptance Review (SPAR) as described in Article
         7 (Inspection and Acceptance) and in accordance with provisions of
         Exhibit A (Statement of Work) shall occur not later than EDC+29 months,
         subject to the provisions of Article 16 (Extensions for Excusable
         Delays).

5.2      The ESAT Communication System Final Acceptance Review (SFAR), with the
         Second Set of Satellites, as described in Article 7 (Inspection and
         Acceptance) and in accordance with provisions of Exhibit A (Statement
         of Work) shall occur not later than EDC+31.5 months, subject to the
         provisions of Article 16 (Extensions for Excusable Delays).

5.3      Delivery of the Initial Set shall occur at the Launch Readiness Review
         1 scheduled for EDC + 22.5 months. Delivery of the Second Set shall
         occur at the Launch Readiness Review 2 scheduled for EDC + 26.5 months.

<PAGE>

                                                                       Page 15

6.       PAYMENT

         The Total Prime Contract Price set forth in Article 4 (Price) shall be
         paid by DBSI to the Contractor in accordance with the payment schedules
         and the conditions set forth below :

6.1.     Phase 2 Terminal Segment

         [Redacted]

         The schedule of payment of such Price will be the object of an
         Amendment to the Contract pursuant to the provisions of Article 22
         (Changes).

         The conditions of payment of such Price will be the same as these
         referred to in Article 6.2.3.

6.2.     Milestone payment schedule and conditions.

6.2.1.   Payment schedule for the Contract Price

         [Redacted]

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                                                                       Page 16

         Each Milestone is deemed to be completed when the Review has been held
         and the corresponding Certificate of Acceptance is signed by both
         Parties, as provided for in Article 7 (Inspection and Acceptance).

6.2.2.   Payment schedule for the SSTL Subcontract.

         [Redacted]

6.2.3.   Milestone payment conditions

         The payments set forth in the payment schedule ( Article 6.2.1 above)
         shall occur after

<PAGE>

                                                                       Page 17

         completion of the Milestone demonstrated by the Contractor at a review
         in accordance with Article 7 (Inspection and Acceptance) except for
         payment numbers 1 and 2 which shall be paid at EDC. Upon completion of
         a Milestone, the following procedure shall apply:

         a)       The Contractor shall issue to DBSI, as provided for in Article
                  31. (Communication and Authority) herein, the Invoice, in two
                  (2) copies, accompanied with the Certificate of Acceptance, as
                  referred to in Article 7 (Inspection and Acceptance) duly
                  signed by both Parties (justification of Milestone completion)
                  for the payment associated with each Milestone (< < Milestone
                  Payment > > ) as identified in Article 6.2.1 (Payment Schedule
                  for the Contract Price).

         b)       If DBSI disputes part or all of the completion of the
                  Milestone, then the Contractor shall issue a revised invoice
                  in the amount of the undisputed portion of the Milestone
                  Payment amount, provided that such undisputed portion of the
                  Milestone is at least ninety percent (90%) of the related
                  Milestone.

         c)       Each Invoice, accompanied by a Certificate of Acceptance,
                  shall be sent by the Contractor to DBSI by telefax followed by
                  signed originals sent by registered courier services.

         d)       DBSI shall pay the invoice by wire transfer within fifteen
                  (15) days of the date DBSI receives the invoice.


6.2.4.   SSTL Milestone payment conditions.

         Upon completion of a Milestone, except for Payment numbers 3 and 4
         which will be paid at EDC, the following procedure shall apply :


         a)       At the receipt of an invoice from SSTL, accompanied with
                  SSTL's evidence of achievement of the Milestone, as referred
                  to in the SSTL Subcontract, the Contractor will approve such
                  invoice and evidence.

         b)       The Contractor will issue an Invoice for such SSTL's Milestone
                  accompanied with approved SSTL's invoice and evidence of
                  achievement following 10 (ten) days of receipt of SSTL's
                  invoice.

         c)       Each Invoice together with SSTL's evidence of achievement of
                  the Milestone, shall be sent by the Contractor to DBSI by
                  telefax followed by signed originals sent by registered
                  courier services.

         d)       DBSI will pay the SSTL invoice by wire transfer within fifteen
                  (15) days from the date DBSI receives the invoice.

6.3.     In-Orbit Performance Incentives.

6.3.1.   Performance Incentives conditions.

         As referred to in Article 6.2.1. above, the Contractor will receive
         [Redacted]MUSD for having successfully achieved SPAR and an additional
         [Redacted]MUSD for having successfully achieved SFAR.

<PAGE>

                                                                       Page 18

         These amounts together with [Redacted]MUSD of the milestone 3.1 payment
         represent the Performance Incentives amounts put at stake by the
         Contractor and which will be definitively earned by the Contractor or
         pay back to DBSI according to the Performance of the Set in orbit
         during the Performance period.

         The Performance period for the Satellites of the Initial Set is
         determined as the five (5) years following the SPAR. One tenth of the
         Performance Incentives shall be earned for each six (6) months period
         for sixty consecutive months.

         The Performance period for the Satellites of the Second Set is
         determined as the five (5) years following the SFAR. One tenth of the
         Performance Incentives shall be earned for each six (6) months period
         for sixty consecutive months.

6.3.2.   Performance measurement.

         The Performance Incentives earned by the Contractor, will be, for each
         Set, a function of the In-Orbit Performance (IOP) of each Satellite
         measured as follows :

6.3.2.1. Measurement of the IOP.

         1.       Each Satellite has [Redacted] seconds of inbound message data
                  storage capacity. The measure of Satellite in-orbit Measured
                  Memory (MEM) ranges in value between 0 and 1 and is calculated
                  using the formula :

          MEM = MEASURED MEMORY CAPACITY [SECONDS] DIVIDED BY [Redacted] SECONDS

         2.       Each Satellite operates in gateway mode for [Redacted] minutes
                  per day. The measure of Satellite in-orbit Gateway Mode
                  Performance (GMP) ranges in value between 0 and 1 and is
                  calculated using the formula :

 GMP = MEASURED GATEWAY MODE PERFORMANCE [MINUTES] DIVIDED BY [Redacted] MINUTES

         3.       Each Satellite operates in Service mode for [Redacted] minutes
                  per day. The measure of Satellite in-orbit Service Mode
                  Performance (SMP) ranges in value between 0 and 1 and is
                  calculated using the formula:

 SMP = MEASURED SERVICE MODE PERFORMANCE [MINUTES] DIVIDED BY [Redacted] MINUTES

         4.       Each Satellite In-Orbit Performance (IOP) ranges in value
                  between 0 and 1 and is calculated for each payload using the
                  formula :


                              IOP = MEM x GMP x SMP

                  a)       For the Initial Set, the Satellite index (i) ranges
                           between 1 and 3.

                  b)       For the Second Set, the Satellite index (i) ranges
                           between 4 and 6.

         5.       The system total In-Orbit Performance (IOP (total))

<PAGE>

                                                                       Page 19

                  a)       For the Initial Set the IOP (total) ranges in value
                           between 0 and 1 and is equal to :


                      IOP (TOTAL1) = (IOP(1) + IOP(2) + IOP(3)) DIVIDED BY 3

                  b)       For the Second Set the IOP total ranges in value
                           between 0 and 1 and is equal to :


                      IOP (TOTAL2) = (IOP(4) + IOP(5) + IOP(6)) DIVIDED BY 3

                  The relevant measures of Satellite IOP are made once a month,
                  evenly spaced, during the six months period and shall be
                  deemed to commence on the first month after SPAR or SFAR. The
                  IOP will be calculated as an average of these 6 (six)
                  measurements per Set as described in Article 6.3.2.
                  (Performance measurement) above.

6.3.2.2. Performance Incentives earning.

         The Contractor shall definitively earn, for each six month period and
         provided that IOP is equal to 1, for one Set of Satellite, MUSD
         [Redacted].

6.3.2.3. Performance Incentives pay back.

         Should IOP (TOTAL1) or IOP (TOTAL2) be less than 1 for any Set for a
         six month period as calculated under Article 6.3.2.1., then the
         Contractor shall pay back to DBSI an amount computed as follows:

         PAYMENT FOR INITIAL SET = [(MUSD [Redacted]X [1 - IOP (TOTAL1)])
         DIVIDED BY 10] X (1+LIBOR+0.5%)(N)

         PAYMENT FOR SECOND SET = [(MUSD [Redacted]X [1 - IOP (TOTAL2)])
         DIVIDED BY 10] X (1+LIBOR+0.5%)(N)

         n : is the number of years or fraction of years counted from the SPAR
         or the SFAR until the Performance Incentives due date.

6.3.3.   Particular provisions.

6.3.3.1. Pay back conditions.

         Upon completion of a six month period and the related Performance
         measurement, any payment due to DBSI pursuant to this Article 6.3.
         shall be paid by the Contractor within fifteen (15) days from the
         Performance measurement as determined here above.

6.3.3.2. Survival of Contractor rights and obligations related to In-Orbit
         Performance Incentives.

         The Contractor's rights and obligations related to In-Orbit Performance
         Incentives under this article for any Satellite that has been delivered
         prior to termination of this Contract in accordance with Article 18
         (Termination for default), Article 19 (Termination for convenience) or
         Article 21 (The Contractor's right to terminate) shall survive such
         termination.

<PAGE>

                                                                       Page 20

6.3.3.3. Exclusivity of remedies.

         The payback of the Performance Incentives set forth in this article
         shall be DBSI's exclusive remedies with respect to the Performance of
         the Satellites, and shall be in lieu of any other remedies at law or in
         equity. In no event shall the Contractor be liable for any incidental,
         special, contingent, or consequential damages including lost profits.

6.3.3.4. Degradation or failures through no fault of the Contractor.

         If at any time after Launch, through no fault of the Contractor, a
         Satellite suffers a Partial Loss, Constructive Total Loss or Total
         Loss, then Contractor shall not be liable for the pay back of any
         Performance Incentives to DBSI attributable to such cause.

6.3.3.5. Disagreements

         If the Contractor disagrees with any Performance measurement by DBSI,
         and has evidence to the contrary, DBSI shall consider such evidence. If
         any disagreement about any such measurement persists, the Parties may
         mutually agree to submit it to a technical expert, or either party may
         invoke Article 27 (Applicable law and arbitration) hereof. At the time
         that Article 27 is invoked, the Contractor shall immediately place the
         full disputed amount in an interest-bearing escrow account at a bank
         acceptable to DBSI. Upon presentation of a certificate duly signed by
         the authorised representatives of both Parties, or by the arbitrator if
         one Party unreasonably refuses to sign the certificate, confirming that
         the dispute has been settled, the bank shall distribute the funds in
         accordance with the terms of the settlement, and the interest earned
         shall be divided in direct proportion to such terms.

6.3.3.6. Financial Interest on Performance Incentives

         Each amount of Performance Incentives to be paid by Contractor to DBSI
         pursuant to Article 6.3.2.3 above shall bear financial interest, at a
         rate equal to 0.5% (one half per cent) per annum over the LIBOR (one
         month LIBOR), to be computed from the date of SPAR or SFAR of the ESAT
         Communication System until the due date of Performance Incentives pay
         back by the Contractor. Such interest shall be paid by the Contractor
         to DBSI, in the same six month's instalments as provided for the
         Performance payment.

6.3.3.7. Insurance.

         It is expressly agreed that the Contractor shall not purchase any
         insurance of any nature to protect against loss of Performance
         Incentives payback as set forth in this Article 6.3. (In-Orbit
         Performance Incentives).

6.4.     Early Delivery Bonus

         If after the first Launch Success there are a minimum of two Satellites
         Performing in orbit, and should the Contractor enable DBSI to operate
         on a commercial basis one of these Satellites at EDC + 25 months, the
         Contractor will be awarded a [Redacted] (USD [Redacted]) bonus payment.

         In the event that the Contractor achieves an early delivery pursuant to
         this Article 6.4, the Contractor shall invoice DBSI at SPAR.

<PAGE>

                                                                       Page 21

6.5      Extended Life Performance payment.

         Provided that DBSI elects to continue operating a Satellite beyond five
         (5) years of operation in orbit and such Satellites are generating
         revenues during the six (6) month period, then the Contractor shall be
         entitled to earn additional Performance Incentives for each six (6)
         month period of operation, based on the following formula:

                    Payment = [MUSD 0. [Redacted] DIVIDED BY 3) X IOP]

6.6.     Late Payments Interest

         DBSI shall pay an additional amount to the Contractor calculated at
         LIBOR (one month LIBOR) + 3 % (three per cent) per year, as applied to
         the amount of any undisputed invoices unpaid on their due date, such
         amount to be computed on a daily basis commencing on the calendar day
         following the payment due date.

6.7.     Payment Delivery

         All payments shall be made in full, free of any withholding tax and
         shall be considered effective when the full related amount has been
         received at the Contractor's Bank on the account referenced below :

                                   [Redacted]

6.8      Pre-payment Option

         At any time after SPDR, DBSI shall have the option to pre-pay the
         entire Total Prime Contract Price, less any payments previously paid to
         the Contractor, at a discount of [Redacted]of the total remaining
         milestone payments.

<PAGE>

                                                                       Page 22

7.       INSPECTION AND ACCEPTANCE

7.1.     E-SAT Communication System Preliminary Acceptance

7.1.1.   The E-SAT Communication System Preliminary Acceptance will be performed
         by the Contractor using the Ground Communication Network, the
         Communication Center, the Spitzbergen Gateway Earth station and a
         minimum of two Satellites with the Satellite Control Center (SCC), the
         Guildford TTC station, the UAS simulator and the Terminal simulator.

7.1.2.   The E-SAT Communication System Preliminary Acceptance Review (SPAR)
         shall occur when the Contractor establishes by tests, analysis and
         documentary evidence that the E-SAT Communication System Acceptance
         criteria have been met in accordance with the provisions of Exhibit C
         (ESAT Acceptance Criteria).

         DBSI shall be preliminary notified 10 calendar days prior to the
         beginning of the Preliminary Acceptance Test activity, and will then
         have the opportunity to decide upon its participation. The Contractor
         shall pursue all Acceptance Tests activities which are to be conducted
         by him with DBSI's personnel being present or not and subject to
         previous information as above mentioned.

         Within 5 (five) calendar days after successful completion of the
         Preliminary Acceptance Test, the Contractor will deliver to DBSI the
         Test Reports together with the Certificate of Acceptance.

7.1.3.   At the receipt of the Certificate, DBSI shall have 10 (ten) Days
         (Review period) to issue a notice either confirming E-SAT Communication
         System Preliminary Acceptance (Certificate of Preliminary Acceptance)
         or indicating the respects in which the E-SAT Communication System
         Acceptance criteria have not been met.

         In case of rejection by DBSI, the Contractor may either perform the
         required corrective actions, or contest the decision and give DBSI
         notice of objection.

         DBSI shall within 5 (five) Days inform the Contractor of its final
         decision.

         In the event the Parties cannot agree on the results of the E-SAT
         Communication System Preliminary Acceptance, then the provisions of
         Article 27 (Applicable Law and Arbitration) will apply.

7.1.4.   If, after the elapse of the Review period referred to above, no notice
         confirming E-SAT Communication System Preliminary Acceptance has been
         signed by DBSI or no rejection report has been issued by DBSI, the
         Preliminary Acceptance Review of the E-SAT Communication System shall
         be deemed to have occurred successfully on the basis of the Certificate
         of Acceptance issued by the Contractor pursuant to Article 7.1.2.

7.1.5.   If SPAR or SFAR cannot be achieved because of a Partial Loss,
         Constructive Total Loss or Total Loss of a Satellite in orbit and,
         within 120 (hundred and twenty) days of such event, DBSI has not placed
         an order of Replacement Set of Satellite or additional Satellite
         pursuant to Article 8 (Options) of this Contract, both SPAR and SFAR
         will be deemed to have occurred successfully at the date as mentioned
         in Article 5 (Delivery schedule).

<PAGE>

                                                                       Page 23

7.2.     E-SAT Communication System Final Acceptance

7.2.1.   The E-SAT Communication System Final Acceptance will be performed by
         the Contractor using the E-SAT Communication System with a minimum of 4
         (four) Satellites.

7.2.2.   The E-SAT Communication System Final Acceptance Review (SFAR) shall
         occur when the Contractor establishes by tests, analysis and
         documentary evidence that the E-SAT Communication System Acceptance
         criteria have been met in accordance with the provisions of Exhibit C
         (ESAT Acceptance Criteria).

         DBSI shall be preliminary notified 10 (ten) calendar days, prior to the
         beginning of the Final Acceptance Tests activities, and will then have
         the opportunity to decide upon its participation. The Contractor shall
         pursue all Acceptance Tests activities which are to be conducted by him
         with DBSI's personnel being present or not and subject to previous
         information as above mentioned.

         Within 5 (five) calendar days after successful completion of Final
         Acceptance Test the Contractor will deliver to DBSI the Test Reports
         together with the Certificate of compliance to the Acceptance Criteria
         of this Contract.

7.2.3    At the receipt of the Certificate, DBSI shall have 10 (ten) Days
         (Review period) to issue a notice either confirming E-SAT Communication
         System Final Acceptance (Certificate of Final Acceptance) or indicating
         the respects in which the E-SAT Communication System Acceptance
         criteria have not been met.

         In case of rejection by DBSI, the Contractor may either perform the
         required corrective actions, or contest the decision and give DBSI
         notice of objection.

         DBSI shall within 5 (five) Days inform the Contractor of its final
         decision.

         In the event the Parties cannot agree on the results of the E-SAT
         Communication System Final Acceptance, then the provisions of Article
         27 (Applicable Law and Arbitration) will apply.

7.2.4.   If, after the elapse of the Review period referred to above, no notice
         confirming E-SAT Communication System Final Acceptance (Certificate of
         Final Acceptance) has been signed by DBSI or no rejection report has
         been issued by DBSI, the Final Acceptance Review of the E-SAT
         Communication System shall be deemed to have occurred successfully on
         the basis of the certificate issued by the Contractor pursuant to
         Article 7.2.2..

7.3.     Certificate of Acceptance

         Any Review described in this Article and in Exhibit A (Statement of
         Work), associated with a Milestone payment, will be deemed completed by
         the signature by both Parties of a Certificate of Acceptance. This
         Certificate must be signed at the completion of the Review or in a
         maximum of 10 (ten) days following such completion. Following such 10
         (ten) days, and provided that there is no disputes from DBSI, the
         Acceptance Review is deemed to be successful and the Certificate of
         Acceptance is deemed to be issued.

         In the event DBSI disputes the signature of the Certificate of
         Acceptance, DBSI shall so notify the Contractor in writing, within 10
         (ten) days of completion of the Review.

         If the Contractor and DBSI cannot enter in an agreement about the
         disputed Certificate,

<PAGE>

                                                                       Page 24

         Article 27 (Applicable law and arbitrage) shall apply.

7.4.     DBSI, or its designated representatives, shall have the right to
         witness and review the results of the acceptance testing of the ESAT
         Communications System at the system level of the deliverable hardware
         at the facilities of the Contractor. To allow DBSI to most effectively
         schedule the monitoring stated above, the Contractor shall give DBSI
         timely notification of the acceptance testing of the deliverable
         hardware.


<PAGE>

                                                                       Page 25

8.       OPTIONS

8.1.     List of the options

<TABLE>
<CAPTION>
           -------- ------------------------------------------------------- -------------- ------------------ --------------
             No                              OPTION                          VALIDITY DATE    TYPE OF PRICE    PRICE IN MUSD
           -------- ------------------------------------------------------- -------------- ------------------ --------------
           <S>      <C>                                                     <C>            <C>                <C>
           1        Replacement Set of Satellites                                SFAR         Firm Fixed         [Redacted]
                                                                            -------------- ------------------ --------------
                                                                               SFAR + 1
                                                                                 year          Firm Fixed        [Redacted]
           -------- ------------------------------------------------------- -------------- ------------------ --------------
           2        Additional Satellite                                         SFAR         Firm Fixed         [Redacted]
                                                                            -------------- ------------------ --------------
                                                                               SFAR + 1
                                                                                 year          Firm Fixed        [Redacted]
           -------- ------------------------------------------------------- -------------- ------------------ --------------
           3        Second Gateway in Fairbanks                               January 1,         Fixed           [Redacted]
                                                                                 2002
           -------- ------------------------------------------------------- -------------- ------------------ --------------
           4        Civil work in Spitzbergen                                    PDR           Estimated         [Redacted]
           -------- ------------------------------------------------------- -------------- ------------------ --------------
           5        Civil work in Fairbanks                                      SFAR          Estimated         [Redacted]
           -------- ------------------------------------------------------- -------------- ------------------ --------------
           6        One recurring payload PCU, RFU, antenna and harness          SPAR         Estimated          [Redacted]
           -------- ------------------------------------------------------- -------------- ------------------ --------------
           7        PCU & RFU (not space qualified)                                                              [Redacted]
           -------- ------------------------------------------------------- -------------- ------------------ --------------
</TABLE>



8.2      Conditions of the options.

8.2.1.   General

         The provisions of this Contract apply to the exercise of an option
         except as otherwise described hereunder.

8.2.2.   Work.

         The description of the Work concerning these options is made in the
         Exhibit A (Statement of Work). For option n DEG. 1, 2 and 6, the design
         and configuration would be identical to those procured under this
         Contract.

8.2.3.   Price and conditions.

         The price of these options is fixed price except option 4, 5 & 6 which
         are estimated prices. The estimated prices will be converted into firm
         fixed prices at the exercise of the option.

         Any exercise of these options shall be in writing and shall be made
         within their validity dates.

         Should the currency exchange rate between USD and Euro fluctuate by
         more than 10% from the date of signature and the date of exercise of
         the option the prices quoted in 8.1 will be

<PAGE>

                                                                       Page 26

         adjusted accordingly.

8.2.4.   Payment plan.

         The payment plan for the options will be defined by mutual agreement at
         the time of the exercise of the option.

         There is no Performance payment associated to the options.

8.2.5.   Schedule of delivery

         Option no 1 :   If the request of such option is given to the
                         Contractor no later than EDC+31.5 months (SFAR), the
                         Contractor shall deliver the Set of Satellite on
                         ground at the launch site mutually agreed between the
                         parties no later than 14 (fourteen) months after such
                         order and the receipt of the down payment associated.
                         In the case that the launch site designated by DBSI
                         is not the same as in this contract, the contractor
                         will be entitled to any additional costs attributable
                         to this change.

         Option no 2 :   If the request of such option is given to the
                         Contractor no later than EDC+31.5 months (SFAR), the
                         Contractor shall deliver the additional Satellite on
                         ground at the launch site mutually agreed between the
                         parties no later than 12 (twelve) months after such
                         order and the receipt of the down payment associated.
                         In the case that the launch site designated by DBSI
                         is not the same as in this contract, the contractor
                         will be entitled to any additional costs attributable
                         to this change.

         Option no 3 :   If the request of such option is given to the
                         Contractor before January 1, 2002, the Contractor
                         shall deliver the second Gateway at Fairbanks no
                         later than 12 (twelve) months after such order and
                         the receipt of the down payment associated.

         Option no 4 :   If the request of such option is given to the
                         Contractor no later than PDR, the Contractor shall
                         complete the civil work no later than 12 (twelve)
                         months after such order and the receipt of the down
                         payment associated.

         Option no 5 :   If the request of such option is given to the
                         Contractor no later than EDC+31.5 months (SFAR), the
                         Contractor shall complete no later than 12 (twelve)
                         months after such order and the receipt of the down
                         payment associated.

         Option no 6 :   If the request of such option is given to the
                         Contractor no later than EDC+29 months (SPAR), the
                         Contractor shall deliver the single payload on ground
                         no later than 12 (twelve) months after such order and
                         the receipt of the down payment associated.


<PAGE>

                                                                       Page 27

9.       ACCESS TO WORK IN PROGRESS

9.1.     DBSI shall be provided access to all Work, including technical data,
         test data, drawings, documentation, tooling, and manufacturing
         processes, testing, and hardware in progress, being performed at The
         Contractor's facilities pursuant to this Contract at all times during
         the period of Contract performance, provided that such access does not
         interfere unreasonably with such Work. Subject to Article 11 (Rights in
         Data) and Article12 (Proprietary and/or Confidential Information),
         hereof, and solely in connection with the performance of this Contract,
         the Contractor shall, at DBSI's request, within 20 (twenty) days,
         deliver to DBSI copies of design test data and other data generated
         under this Contract and reasonably necessary to determine compliance
         with this Contract. Nothing in this paragraph is intended to nor shall
         it create any independent right (other than as specifically set forth
         in this Contract) in any third party to require production of such
         design, test data or other data.


9.2.     DBSI shall be provided access to all Work being performed pursuant to
         this Contract in the Subcontractor's facilities to the extent the
         Contractor obtains such access, subject to the advance notice has been
         received by the Contractor in reasonable time by DBSI, the right of the
         Contractor to accompany DBSI on any such visit and subject further to
         the execution by DBSI of non-disclosure or similar agreements as may be
         required by said Subcontractors. The Contractor shall make best efforts
         to obtain access to the work being performed pursuant to this Contract
         in its Subcontractor's facilities.

9.3.     The rights of DBSI under any of the provisions of this Article shall be
         subject to compliance with internal and national security rules and
         regulations applicable to the Contractor and its Subcontractors.

9.4      DBSI will be given full access to any part of the work performed under
         Section 4 (Terminal Segment) of Exhibit A (Statement of Work).


<PAGE>

                                                                       Page 28

10.      TRANSFER OF TITLE AND RISK

10.1.    Transfer of title

10.1.1   The title to each Satellite within the Initial Set shall pass to DBSI a
         the Launch of the Initial Set together with all other deliverables
         under this Contract except for the Second Set and the Documentation.

10.1.2.  The title to each Satellite of the Second Set shall pass to DBSI at the
         Launch of the Second Set.

10.1.3.  Prior to the transfer of title as described above, DBSI has no property
         interest in the work in progress.

10.2.    Transfer of risk

10.2.1.  Transfer of risk of loss of or damage to each Satellite of the Initial
         Set shall pass to DBSI at Launch of the Initial Set together with the
         risk of loss of all other deliverables under this Contract except for
         the Second Set and the Documentation.

10.2.2.  Transfer of risk of loss or damage to each Satellite of the Second Set
         shall pass to DBSI at Launch of the Second Set.

10.3.    The Contractor's responsibility for care of the Work shall exclude all
         damage resulting from DBSI's acts or omissions, it is being understood
         the aforesaid provisions do not constitute a deviation of Article 25
         (Warranty).

10.4     Transfer of title and risk of loss to Documentation shall pass to DBSI
         at the time of delivery as defined in Exhibit A (Statement of Work).


<PAGE>

                                                                       Page 29

11.      RIGHTS IN DATA

11.1.    Rights in Data

11.1.1.  Definitions.

         < < Technical Data > > means recorded information of a scientific or
         technical nature regardless of form or the media on which it may be
         recorded. The term includes computer software. The term does not
         include information incidental to Subcontract administration, such as
         financial or management information.

         < < Foreground Data > > means Technical Data owned by the Contractor
         which is produced and paid for under this Contract.

         < < Background Data > > means Technical Data owned by the Contractor,
         other than Foreground Data, which is directly used or applied in the
         performance of this Contract, with respect to which the Contractor now
         has or may hereafter acquire the right to authorize use by others in
         the manner specified by this Article.

11.1.2.  Rights in Foreground Data.

         a)       The Contractor hereby grants to DBSI an irrevocable, non
                  transferable and with no sublicensing rights, non exclusive,
                  royalty-free right to use and have used Foreground Data
                  throughout the world for ESAT Communication System purposes.
                  Subject to Article 12 (Proprietary and/or Confidential
                  Information), the Contractor hereby grants to DBSI the right
                  to disclose such Foreground Data to the Federal Communications
                  Commission where appropriate and required.

         b)       DBSI agrees, except under the authority of a) above, that it
                  shall not disclose Foreground Data to any other person for any
                  purpose, unless the Contractor consents in writing to such
                  disclosure.

         c)       The Contractor agrees that, for a period of four (4) years
                  from SFAR, it shall not use, or have or permit others to use,
                  the Foreground Data for the purpose of engaging in business
                  activity relating to the design or manufacture of a low earth
                  orbiting satellite system, or elements of a low earth orbiting
                  satellite system, that would be in direct and material
                  competition with the E-SAT Communications system in offering
                  non-voice, non-geostationary mobile satellite services.
                  However, this shall not be construed to restrict Contractor
                  from selling or providing goods at the equipment level and
                  related services to any third party.

11.1.3.  Rights in Background Data

         a)       The Contractor shall, upon written application by DBSI grant
                  to DBSI an irrevocable, royalty-free, non-exclusive right to
                  use and have used Background Data throughout the world for
                  ESAT Communication System purposes to the extent reasonable
                  and necessary to use of Foreground Data or to the practice of
                  Subject Inventions.

         b)       DBSI agrees that it shall not disclose Background Data to any
                  third party for any purpose without the Contractor's consent
                  in writing to such disclosure.

<PAGE>

                                                                       Page 30

11.2.    Rights in Inventions

11.2.1.  Definitions

         < < Subject Invention > > means any invention, discovery, improvement
         or innovation of more than a trifling or routine nature, whether or not
         patentable, conceived or first actually reduced to practice in the
         performance of the Work and paid for under this Contract.

         < < Background Invention > > means any invention, discovery,
         improvement or innovation, other than a Subject Invention, whether or
         not patentable, which invention is directly incorporated or utilized in
         any work performed under this Contract.

11.2.2.  Subject Inventions

         The Contractor agrees to and does hereby grant to DBSI an irrevocable,
         non transferable and with no sublicensing rights, royalty-free,
         non-exclusive license to practice and have practiced Subject Inventions
         and patents issued thereon for ESAT Communication System purposes only
         throughout the world.

11.2.3.  Background Inventions

         The Contractor agrees to grant DBSI, upon its request, an irrevocable,
         royalty-free, non-exclusive license, with right to practice and have
         practice any Background Inventions and patents issued thereon to the
         extent that such practice is reasonably necessary to enable DBSI to
         practice any Subject Invention or Foreground Data for ESAT
         Communication System purposes.

11.2.4.  Filing of Patent Applications

         Except as otherwise provide in this Article 11 (Rights in Data), the
         Contractor shall have the exclusive right, worldwide, to file patent
         applications on Subject Inventions. The Contractor shall, within 6
         (six) months of its disclosure of a Subject Invention, file or cause to
         be filed a patent application in due form. After each filing, The
         Contractor shall promptly furnish to DBSI a copy of the patent
         application, and shall thereafter promptly notify DBSI of the issuance
         of each and every patent on a Subject Invention. Should The Contractor
         elect not to file for patent protection of any Subject Invention, title
         to such Subject Invention shall be assigned to DBSI at DBSI's request,
         provided (i) DBSI agrees to file for patent protection of any Subject
         Invention, (ii) DBSI shall grant to The Contractor a paid-up,
         worldwide, non-exclusive, irrevocable license, with right of
         sub-license, under such Subject Invention to use same in connection
         with the performance of Contractor's obligations under this Contract
         only, and (iii) the Contractor agrees not to use such Subject
         Invention, or permit others to use such Subject Invention, in direct
         competition on with the for ESAT Communication System. For that
         purpose, The Contractor shall furnish to DBSI a written disclosure of
         said Subject Invention, sufficiently complete in technical detail to
         convey to one skilled in the art to which the Subject Invention
         pertains a clear understanding of the nature, purpose, operation, and,
         to the extent known, the physical, chemical or electrical
         characteristics of the invention. A copy of the letter of transmittal
         of such disclosure shall be simultaneously provided to the Contractor.

11.2.5.  Lower-Tier Subcontracts

         The Contractor shall use its best effort to include the substance of
         this Article, granting license

<PAGE>

                                                                       Page 31

         rights directly to DBSI as provided above, in all Subcontracts except
         the assigned Subcontracts hereunder that involve research and
         development effort.

11.2.6.  User Terminal Licensing Rights

         In the development of the User Terminal, Application Specific
         Integrated Circuits (ASIC) will be required. The Contractor will
         provide, to DBSI, ASIC licensing rights.

         All information required to manufacture or modify any of the terminal
         segment equipment will be transferred to DBSI. Furthermore, DBSI will
         own the manufacturing rights to the mass production of the User
         Terminals including all custom parts.

         DBSI will own the work performed under Section 4 (Terminal Segment) of
         Exhibit A (Statement of Work).


<PAGE>

                                                                       Page 32

12.      PROPRIETARY AND/OR CONFIDENTIAL INFORMATION

12.1.    To the extent that either Party discloses information to the other
         which the disclosing Party considers Proprietary and/or Confidential,
         said Party shall identify such information as proprietary when
         disclosing it to the other Party by marking it clearly and
         conspicuously as Proprietary and/or Confidential Information. Any
         proprietary disclosure to either Party, if made orally, shall be
         confirmed in a writing, delivered by the disclosing party within 21
         (twenty one) days of initial disclosure and identified as Proprietary
         and/or Confidential Information. Any such Proprietary and/or
         Confidential Information disclosed under this Contract shall not be
         disclosed to third parties and shall be used by the recipient thereof
         only in its performance under this Contract. Neither Party shall be
         liable for disclosure or use of such Proprietary and/or Confidential
         Information which :

                  is or becomes available to the public domain without violation
                  of an obligation of confidence assumed hereunder ;

                  is lawfully obtained by the receiving Party from a third party
                  or parties ;

                  is known as evidenced by written proof to the receiving Party
                  prior to such disclosure ;

                  is at any time developed as demonstrated by written records by
                  the receiving Party completely independently of any such
                  disclosure or disclosures from the disclosing Party ; or

                  occurs more than 15 (fifteen) years after initially received.

12.2.    Neither Party shall be liable for the disclosure pursuant to judicial
         action or decree, or pursuant to any requirement of any Government or
         any agency or department thereof, having jurisdiction over such Party
         of any Proprietary and/or Confidential Information which it receives
         under this Contract.

12.3.    No license to the other Party, under any patents or copyrights, is
         granted or implied by conveying Proprietary and/or Confidential
         Information or other information to that party and none of such
         information which may be transmitted or exchanged by the respective
         Parties shall constitute any representation, warranty, assurance,
         guaranty, or inducement by either Party to the other with respect to
         the infringement of patents or other rights of others.


<PAGE>

                                                                       Page 33

13.      PUBLIC RELEASE OF INFORMATION

13.1.    Except as required by law, no items of publicity of any kind shall be
         released, including, without limitation, news releases, articles,
         brochures, advertisements, prepared speeches, company reports or other
         information releases related to the Work performed or to be performed
         by the Contractor, a Subcontractor or an employee, consultant or an
         agent of any Party, under this Contract, without DBSI's and the
         Contractor's prior written consent, which consent shall not be
         unreasonably withheld.

13.2.    Neither Party shall be liable for :

         (i)      information that is publicly available from government
                  agencies and otherwise ;

         (ii)     information which had been required to be specified in
                  application for publication by securities filings and other
                  governmental, administration and judicial filings ;

         (iii)    publication which has been prohibited even for internal use
                  (non-public).


<PAGE>

                                                                       Page 34

14.      LIMITATION OF LIABILITY

14.1.    Neither Party, their officers, directors, employees, agents or
         consultants, shall be liable for any incidental or consequential
         damages of any nature arising for any breach or default under this
         Contract, including specifically but without limitation, loss or
         profits or revenue, loss of full or partial use of any equipment,
         losses by reason of operation of any deliverable Item at less than
         capacity, delays, cost of replacements, cost of capital, loss of
         goodwill, claims of customers, or other such damages. However, nothing
         in this article shall be construed as to abrogate the provisions of
         Articles 17 (Liquidated Damages for Late Delivery) and 25 (Warranty)
         herein.

         The Contractor makes no warranty or agreement, express or implied, to
         or for the benefit of any person or entity other than DBSI concerning
         the performance of the E-SAT Communication System or any other matters
         relating to the Work hereunder. DBSI shall indemnify and hold harmless
         the Contractor and its Affiliates and Subcontractors from and against
         any loss, damage, liability or expense (including attorneys' fees and
         other expenses of investigating or defending claims) resulting from (i)
         any representation made by DBSI to any third party relating to the
         Work; (ii) any claim of persons dealing with or through DBSI (including
         customers or insurers) or any agency or other governmental authority of
         DBSI's country ; or (iii) any other claims relating to the E-SAT
         Communication System and arising after System Preliminary Acceptance
         Review. DBSI shall obtain from its insurers waivers of any subrogation
         rights against the Contractor or its affiliates or Subcontractors, and
         shall provide evidence of such waivers to the Contractor prior to
         delivery.

         Except as specifically provided for in this Contract, the Contractor
         makes no warranties, express or implied, with respect to the Contract
         or the performance of the Contractor hereunder or the equipment or Work
         furnished hereunder, whether arising under law or at equity. Any
         implied warranty of merchantability or fitness for a particular purpose
         is excluded. The express warranties of the Contractor contained in this
         Contract are exclusive.

14.2.    The total liability of either Party to the other with respect to all
         claims of any kind, including without limitation liquidated damages,
         whether as a result of breach of Contract, warranty, strict liability
         or otherwise, and whether arising before or after delivery of any
         deliverable item, for any loss from the Contract, or from the
         performance or breach thereof, shall be limited to the remedies set
         forth in the Contract.

14.3     The total liability of the Contractor under Articles 6.3, 17.1.3 and
         17.1.4 shall be limited to [Redacted] of the Contract Price.


<PAGE>

                                                                       Page 35

15.      PATENTS, TRADEMARKS AND COPYRIGHTS

15.1.    The Contractor, at its own expense, shall defend and hold harmless
         DBSI, its officers, directors, employees, agents, consultants or
         assignees against any claim or suit based on an allegation that the
         manufacture of any item in the performance of this Contract, or the
         use, lease or sale of any item delivered or to be delivered under this
         Contract, or used in the performance of the Work infringes any third
         party rights or breaches any confidence, including but without
         limitation any trade secrets, intellectual property right and patent
         rights, and shall pay any royalties and other costs related to the
         settlement of such claim or suit and the costs and damages; provided
         that :

         (i)      DBSI promptly but no later than twenty (20) Days after such
                  claim or suit notifies the Contractor in writing and,

         (ii)     DBSI gives the Contractor authority to defend or settle such
                  claim or suit and, at the Contractor's request, gives such
                  assistance and information as is reasonably necessary to
                  defend or settle such claim or suit provided that any
                  settlement limiting the use of the ESAT Communication System
                  shall require the prior consent of DBSI, such consent not to
                  be unreasonably withheld. Any such assistance or information
                  which is furnished by DBSI at the request of the Contractor is
                  to be at the Contractor's expense.

         DBSI shall not by any act (admission, acknowledgment or omission)
         prejudice the Contractor's defense.

15.2.    If the manufacture of any item in the performance of this Contract or
         the use, lease or sale of any item delivered or to be delivered under
         the Contract, is enjoined as a result of a suit based on a claim of
         infringement, the Contractor shall:

         (i)      resolve the matter so that the items are no longer subject to
                  such injunction, or

         (ii)     procure for DBSI the right to use the infringing item, or

         (iii)    replace the item with a functionally-equivalent,
                  non-infringing item satisfactory to DBSI.

         If the Contractor, at its sole discretion determines that none of the
         alternatives is available or feasible, The Contractor shall meet with
         DBSI to address the matter and reach an equitable solution reasonably
         acceptable to DBSI.

15.3.    The provision provided under this Article :

         (i)      shall not apply to the Contractor's delivery of normally non
                  infringing items which are rendered infringing by DBSI's or
                  end user's modification of said items or by a combination of
                  said items with items not provided or approved for use by the
                  Contractor under this Contract, and without the Contractor's
                  prior written consent ;

         (ii)     does not extend to any Items being used in other than their
                  specified operating environment ;

         (iii)    does not extend to any infringement resulting from a change in
                  method of manufacture of an item to be delivered, ordered by
                  DBSI pursuant to the Article 22 (Changes), or the stipulation
                  by DBSI of the specific design of an item to be delivered ;

<PAGE>

                                                                       Page 36

         (iv)     does not apply to the use of any items which were not provided
                  by the Contractor,

15.4.    If the infringement results solely from DBSI's provision of designs,
         specifications or instructions to The Contractor, DBSI will indemnify
         and defend (including by way of settlement), at its expense, any such
         suit against The Contractor, provided DBSI is promptly notified in
         writing of the claim of infringement and given authority, information
         and assistance by The Contractor, at DBSI's expense, for the defense or
         settlement thereof.

15.5.    The foregoing constitutes the Parties' entire obligation with respect
         to claims for infringement.


<PAGE>


                                                                       Page 37

16.      EXTENSIONS FOR EXCUSABLE DELAYS

16.1.    The Contractor shall be entitled to extensions of time beyond the
         delivery dates set forth in Article 5 (Delivery Schedule) in accordance
         with this Article.

16.2.    Any delay in the performance of the Work caused by an event which is
         beyond the reasonable control of the Contractor, or its Subcontractors
         such as but not necessary limited to declarations of war or civil war,
         earthquake, fire, flood, acts of God, national strikes, decisions of
         any Government such as embargo, expropriation, government cancellation
         of the required authorizations as a consequence of the introduction or
         application of any laws, regulation or regulations, revocation of
         approvals and/or licenses essential to the performance of either the
         Contract or the Subcontracts, prohibition of required import licenses,
         embargo on transportation of the Satellite or the launcher or any of
         their components to the Launch site, prohibitions or limitations of any
         kind, or any failure of DBSI to fulfill its undertakings under this
         Contract, which delay could not have been avoided by the Contractor
         through the exercise of reasonable foresight and precautions or which
         could not or cannot be reasonably circumvented by the Contractor
         through the use of alternate sources, work-around plans, or other
         means, shall constitute an Excusable Delay.




16.3.    The Contractor shall promptly and in any event not later than thirty
         (30) Days after the occurrence of such event notify DBSI in writing of
         event constituting an Excusable Delay. That notice :

         (i)      shall indicate the circumstances surrounding the Excusable
                  Delay ;

         (ii)     shall set forth the extent to which the Excusable Delay
                  prevents fulfillment of the contractual terms and conditions
                  within the time specified under the Contract ;

         (iii)    shall describe, if any, the details of any work-around plans,
                  alternate sources or other means the Contractor expects to
                  utilize to minimize the delay in the performance of the Work ;
                  and

         (iv)     subject to Article 16.4. below shall propose the appropriate
                  adjustments to the delivery dates to accommodate the Excusable
                  Delay.

16.4.    In the event of an Excusable Delay, the Contractor shall be entitled to
         such extensions of time and adjustment for delivery date as are
         reasonable under the circumstances, but in no event shall the extension
         of time for the Excusable Delay exceed one Day for each Day of the
         Excusable Delay. In the event DBSI disputes the Excusable Delay, DBSI
         shall inform the Contractor in writing within 15 (fifteen) Days from
         the receipt of the written notice of the event constituting an
         Excusable Delay. If the Parties have not resolved the dispute within 15
         (fifteen) Days of the Contractor's receipt of that written notice from
         DBSI, then the dispute shall be resolved pursuant to Article 27
         (Applicable Law and Arbitration) below.

         Should the Excusable Delay exceed 12 (twelve) months, the Parties may
         terminate the contract pursuant to Article 19 (Termination for
         Convenience), except, as far as DBSI is concerned, if such Excusable
         Delay is due to DBSI's failure to fulfill its undertakings under this
         Contract, then the provisions of Article 21 (Contractor's right to
         terminate) shall apply. In

<PAGE>

                                                                       Page 38

         case of termination by DBSI under this Article , no penalty shall be
         paid by DBSI except for the termination fees.

         In any case the corresponding termination costs would not be higher
         than the Termination Liability Schedule as provided in Article 19.2.
         (Termination for convenience).

16.5.    An extension of time granted under this Article shall be formalized by
         the execution of an Amendment to the Contract pursuant to Article 22
         (Changes) below, which Amendment shall establish new delivery dates for
         the deliverables items affected by the Excusable Delay and
         modifications, if appropriate, shall be made to the payment conditions
         of this Contract.


<PAGE>

                                                                       Page 39

17.      LIQUIDATED DAMAGES FOR LATE DELIVERY

17.1.    Liquidated damages for late delivery of the ESAT Communication System

17.1.1   The Parties agree that failure of the Contractor to meet the delivery
         dates as defined in Article 5 (Delivery Schedule), may cause DBSI to
         incur additional costs, loss of anticipated revenues and other damages.
         Accordingly, the Contractor and DBSI agree to Liquidated Damages for
         Late Delivery under this Contract as provided below, which damages are
         intended to be compensatory and do not constitute a penalty.

17.1.2.  Such Liquidated Damages shall be applicable if and to the extent such
         delay is not due to a default of DBSI in respect of any of its
         obligations pursuant to Article 3 (DBSI's Undertaking) or subject to an
         extension of time pursuant to Article 16 (Extension for Excusable
         Delays).

17.1.3.  In case of delay of the SPAR or the SFAR, the amount of liquidated
         damages for such delay shall be as follows :

         a)       ESAT Communication System Preliminary Acceptance Review :
                  [Redacted]% of the Contract Price for each Day of delay from
                  the delivery date as set forth in Article 5 (Delivery
                  Schedule) or in Article 7.1.5 (Inspection and Acceptance) if
                  these Articles are applied.

         b)       ESAT Communication System Final Acceptance Review :
                  [Redacted]% of the Contract Price for each Day of delay from
                  the delivery date as set forth in Article 5 (Delivery
                  Schedule) or in Article 7.1.5. (Inspection and Acceptance) if
                  these Articles are applied.

         The maximum amount of the Liquidated Damages to be paid by the
         Contractor under this Article 17.1.3. is [Redacted]% of the Contract
         Price per day and an aggregate of [Redacted]% (ten percent) of the
         Contract Price, subject to the provisions of Article 14.3 (Limitation
         of Liability).

17.1.4.  In all other situations involving a delay resulting from Defects in the
         ESAT Communications System other than in the Satellites which is
         discovered after the First Launch and for which the Parties cannot
         develop a correction plan which corrects or offsets the effect such
         Defect or Defectsthe amount of liquidated damages for such delay shall
         be as follows :

         a)       ESAT Communication System Preliminary Acceptance Review : 0.
                  [Redacted]% of the Contract Price for each Day of delay from
                  the delivery date as set forth in Article 5 (Delivery
                  Schedule) or in Article 7.1.5 (Inspection and Acceptance) if
                  these Articles are applied

         b)       ESAT Communication System Final Acceptance Review : 0.
                  [Redacted]% of the Contract Price for each Day of delay from
                  the delivery date as set forth in Article 5 (Delivery
                  Schedule) or in Article 7.1.5. (Inspection and Acceptance) if
                  these Articles are applied.

         The maximum amount of the Liquidated Damages to be paid by the
         Contractor under this Article 17.1.4. is 0. [Redacted]% of the Contract
         Price per day and an aggregate of [Redacted] ([Redacted]%) of the
         Contract Price, subject to the provisions of

<PAGE>

                                                                       Page 40

         Article 14.3 (Limitation of Liability).

17.1.5   The liquidated damages due under this Article shall be the sole
         compensation to which DBSI shall be entitled for late delivery under
         this Contract and the Contractor shall not be subject to any
         consequential, special collateral, indirect or incidental damages for
         loss of revenues and profit and to any right to terminate the Contract
         for default.


<PAGE>

                                                                       Page 41

18.      TERMINATION FOR DEFAULT

18.1.1   If, other than by reason of an Excusable Delay as per Article 16
         (Extension for Excusable Delays), or any failure, omission, neglect,
         undue delay or default by DBSI to perform its undertakings under this
         Contract :

         A.       The Contractor has failed to complete the Launch Readiness
                  Review 1 by 1 (one) year after the delivery date mentioned in
                  Article 5 (Delivery Schedule) or has failed to complete the
                  Launch Readiness Review 2 by 1 (one) year after the delivery
                  date mentioned in Article 5 (Delivery Schedule), and provided
                  the Contractor has already paid the ceiling of Liquidated
                  Damages as stipulated in Article 17 (Liquidated Damages for
                  Late Delivery) above, as such date may be extended pursuant to
                  Article 16. (Extensions for Excusable Delays) and/or Article
                  22. (Changes) and/or Article 8 (Options) hereof;

         B.       Subject to the provisions of Article 20 (Opportunity to Cure a
                  Defect), the Contractor, has otherwise failed substantially to
                  perform the Work in accordance with the relevant provisions of
                  this Contract and has failed to take corrective actions within
                  sixty (60) Days from a written notice from DBSI; or

         C.       The Contractor has failed to cure a Defect as set forth in
                  Article 20 (Opportunity to Cure a Defect) within the time
                  periods set forth therein;

         then DBSI may terminate this Contract totally (before LRR1) or
         partially (between LRR1 and LRR2) by written notice of default.

18.1.2   After LRR 1 the provisions of Article 18.1.1 shall apply only to the
         Second Set and DBSI's recourse for all other delivered items shall be
         under Article 25 (Warranty).

18.1.3   After LRR 2 the provisions of Article 18.1.1 shall not apply and DBSI's
         recourse shall be under Article 25 (Warranty).

18.2.    In the event of a partial or complete termination by DBSI under this
         Article, DBSI shall, subject to Articles 18.3.1. and 18.3.2., make its
         best efforts to have the Work completed by another contractor.

         For the purposes of having the Work completed by another contractor,
         the Parties shall jointly select the companies capable of completing
         the Work, and shall jointly analyze the results of any commercial
         competition for the Work. With due consideration of the Contractor's
         recommendation, DBSI shall select another contractor best ensuring the
         use of the Work completed by the Contractor at the date of termination.

18.3.1.  In the event that the < < Cost For Completion > > of the Work by
         another contractor results in DBSI incurring direct additional costs or
         expenses lower than or equal to 10% (ten per cent) of the Contract
         Price, as it may have been adjusted, for the terminated Work, DBSI
         shall be obliged to have the Work completed by such other contractor,
         and the Contractor shall bear these additional costs.

18.3.2.  If the Cost For Completion exceeds 10% (ten per cent) of the Contract
         Price, as it may have been adjusted, for the terminated Work, DBSI
         shall be obliged to offer the Contractor the option to pay such Cost
         for Completion and if the Contractor agrees to reimburse such Cost

<PAGE>

                                                                       Page 42

         for Completion to DBSI, DBSI shall not be entitled to reject the
         completion of the Work by such other contractor.

18.4.    If the Work is completed by another contractor, DBSI shall receive the
         Work generated under this Contract at its stage of completion on the
         date of termination, subject to payment of the price for such Work by
         DBSI to the Contractor. The difference between the total payments made
         by DBSI to the Contractor at the date of termination and the amount for
         the Work delivered to DBSI by the Contractor in accordance with the
         previous sentence shall be refunded by the Contractor to DBSI.

18.5.1.  Should the written notice of default mentioned in Article 18.1.1 occur
         prior to LRR 1, and despite DBSI's best efforts to have the Work
         completed by another contractor, no such other contractor is found or
         if the Contractor refuses to pay the Cost for Completion in excess of
         [Redacted] as referred to in Article 18.3.2., the Contractor shall
         refund DBSI all payments made under this Contract for the terminated
         work at the date of termination.

18.5.2.  Should the written notice of default mentioned in Article 18.1.1 occur
         after LRR 1 but before LRR 2, and despite DBSI's best efforts to have
         the Work completed by another contractor, no such other contractor is
         found or if the Contractor refuses to pay the Cost for Completion in
         excess of [Redacted]% ([Redacted]) as referred to in Article 18.3.2.,
         the Contractor shall refund to DBSI [Redacted] MUSD if the terminated
         work covers the entire Second Set or [Redacted] MUSD per Satellite
         terminated.

18.6.    The Contractor shall take all necessary action for the protection and
         preservation of the Work in possession of the Contractor, or its
         Subcontractors in which DBSI has an interest under this Contract
         pursuant to the provisions of Articles 18.4. above.

18.7.    The Contractor shall retain title to and the risks associated with such
         inventory generated under this Contract at the date of termination, for
         which DBSI elects to receive a refund pursuant to Article 18.5. above.

18.8.    In the event DBSI terminates the Contractor for default under the
         provisions of this Article and it is subsequently determined by mutual
         agreement or in accordance with the provisions of Article 27
         (Applicable Law and Arbitration) below, that the Contractor was not in
         default, said termination shall (i) either by mutual agreement of both
         Parties be deemed to have been issued pursuant to Article 19
         (Termination for Convenience) below, or ; (ii) by mutual agreement of
         both Parties and upon complete consideration to the Contractor of all
         associated costs, including actual direct damages but excluding
         special, incidental, consequential, indirect damages, be deemed not to
         be have been terminated and therefore this Contract shall continue in
         full force and effect and shall be binding on the Parties in accordance
         with revised price, schedule and other affected terms as mutually
         agreed by the Parties, subject to the provisions of Article 5 (Delivery
         Schedule) above.


18.9.    This Article shall be the sole remedy to which DBSI is entitled in the
         event of default of the Contractor provided that the provisions of
         Articles 14 (Limitation of Liability), 17 (Liquidated Damages for late
         Delivery) 25 (Warranty) and 26 (Indemnification) shall continue to
         apply and DBSI shall be entitled to exercise all its rights, remedies
         and powers under such Articles after termination and/or delivery in
         accordance with the provisions of this Article 18. In no

<PAGE>

                                                                       Page 43

         event shall the Contractor be liable to DBSI for any incidental or
         consequential damages of any nature including loss of profits or
         revenue.


<PAGE>

                                                                       Page 44

19.      TERMINATION FOR CONVENIENCE

19.1.    DBSI may, upon a 2 (two) months prior written notice sent by registered
         letter with acknowledgment of receipt and without giving the reasons or
         showing cause, terminate the Contract in whole before SPAR or in part
         after SPAR, and the Contractor shall immediately cease work accordingly
         and shall similarly direct its Subcontractors.

19.2.    The amount payable by DBSI to the Contractor shall constitute a total
         discharge of DBSI's liabilities to the Contractor for termination. In
         no event will it exceed the termination liability schedule below.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                                         Termination Liability Schedule
----------------------------------------------------------------------------------------------------------
  Termination or suspension notified between                                 Maximum Termination Liability
----------------------------------------------------------------------------------------------------------
  Start date                  Date payment received for:                                  MUSD
----------------------------------------------------------------------------------------------------------
<S>                           <C>                                            <C>
  EDC                         SPDR                                                    [Redacted]
----------------------------------------------------------------------------------------------------------
  SPDR                        TPDR                                                    [Redacted]
----------------------------------------------------------------------------------------------------------
  TPDR                        GCSCDR                                                  [Redacted]
----------------------------------------------------------------------------------------------------------
  GCSCDR                      CDRPCU                                                  [Redacted]
----------------------------------------------------------------------------------------------------------
  CDRPCU                      SCDR                                                    [Redacted]
----------------------------------------------------------------------------------------------------------
  SCDR                        TMMR                                                    [Redacted]
----------------------------------------------------------------------------------------------------------
  TMMR                        MCPAR                                                   [Redacted]
----------------------------------------------------------------------------------------------------------
  MCPAR                       LRR1                                                    [Redacted]
----------------------------------------------------------------------------------------------------------
  LRR1                        LRR2                                                    [Redacted]
----------------------------------------------------------------------------------------------------------
  LRR2                        SPAR                                                    [Redacted]
----------------------------------------------------------------------------------------------------------
  SPAR                        SFAR                                                    [Redacted]
----------------------------------------------------------------------------------------------------------
</TABLE>

         Note 1: DBSI shall be liable for any termination liability relating to
         the SSTL Subcontract during this time period.

19.3.    (a) In the event of termination under this Article, the Contractor,
         shall submit its claim for the Work performed in connection with the
         terminated portion of the Work, and for its termination costs. On the
         basis of such claim, the Contractor shall invoice , subject to Article
         19.5. below, for :

                  (i)      actual costs incurred by the Contractor for Work
                           carried out prior to the termination, plus a
                           [Redacted]% ([Redacted]) profit on such costs;

                  (ii)     actual costs incurred by the Contractor in completing
                           the termination process, plus a [Redacted]%
                           ([Redacted]) profit on such costs;

                  (iii)    actual costs incurred in settling claims of
                           Subcontractors in connection with the termination,
                           plus a [Redacted]% ([Redacted]) profit on such costs;
                           and

                  (iv)     a termination fee of [Redacted]% ([Redacted]) of the
                           Contract Price associated with the Work not performed
                           due to termination.

                  (v)      a payment of $[Redacted] MUSD without further
                           description.

         (b)      In the event DBSI terminates the Contract after 12 (twelve)
                  months of an Excusable Delay as set forth in Article 16
                  (Extensions for Excusable Delays), the [Redacted]% profit as
                  provided for in Article 19.3. (a) is not applicable.

<PAGE>

                                                                       Page 45

         (c)      In the event DBSI terminates the whole Contract, the
         termination costs calculated in accordance with Article 19.3(a) shall
         be less all payments received by the Contractor from DBSI, provided
         that where such amount is a negative number, the Contractor shall pay
         such amount to DBSI within 30 (thirty) Days.

         (d)      The Contractor shall submit an invoice to DBSI within 60
         (sixty) Days after the termination date which shall specify the amount
         due to the Contractor from DBSI pursuant to this Article. The
         Contractor shall be entitled to payment by DBSI of such amount within
         30 (thirty) Days of receiving such invoice, unless DBSI notifies the
         Contractor that it disputes such invoice pursuant to Article 27
         (Applicable Law and Arbitration) below. In the event DBSI does not so
         notify the Contractor that it disputes such invoice within 30 (thirty)
         Days, DBSI shall be deemed to have accepted such invoice.

19.4.    If the Contract is terminated as provided in this Article and payment
         is made in accordance with this Article, then DBSI may require the
         Contractor, subject to any governmental approval and the provisions of
         Article 16, to transfer to DBSI, in the manner and to the extent
         directed by DBSI, title to and possession of any items comprising all
         or any part of the Work (including, without limitation, all
         Work-in-progress and all inventories), and the Contractor shall, upon
         the direction and at the expense of DBSI, protect and preserve property
         in the possession of the Contractor or its Subcontractors in which DBSI
         has an interest and shall facilitate access to and possession by DBSI
         of items comprising all or any part of the Work. If DBSI has not taken
         delivery of property in which it has such interest within 90 (ninety)
         Days after termination, the Contractor shall have no further
         responsibility therefor and shall be entitled to dispose of such
         property.

19.5.    In the event DBSI desires independent verification of the claim, DBSI
         may require at its own expense to have an independent certified public
         accountant(s) audit the costs incurred by the Contractor and report to
         the Parties.


<PAGE>

                                                                       Page 46

20.      OPPORTUNITY TO CURE A DEFECT

20.1.    (a) For purposes of this Article, "Defect" with regard to a Satellite,
         including all components thereof, means any failure in design, material
         or workmanship, or failure to perform in accordance with the
         specifications and requirements set out or referred to in the Contract,
         whether occurring as a result of shipping, installation or otherwise,
         which may adversely affect the performance of such Satellite. "Defect"
         with regard to all other deliverable items including documentation
         shall mean failure to meet any specification or technical requirement
         set forth in the Contract. With regard to services, "Defect" shall mean
         a failure to conform with a high standard consistent with aerospace
         industry practice.

         (b) The Contractor, at its own expense, shall use best efforts to
         correct promptly, any Defect which it or DBSI discovers during the
         course of the Work. This shall apply notwithstanding that a payment may
         have been made by DBSI in respect thereof and regardless of prior
         reviews, inspections, approvals or acceptances. Where such equipment is
         portable, the Contractor shall have the right to have any items
         asserted by DBSI to contain a Defect returned to the Contractor's
         facility, or to premises operated by the Contractor in the performance
         of the Work, in order to verify such nonconformance or to correct the
         Defect. All transportation costs such as packaging, shipping and
         insurance shall be paid by the Contractor.

20.2.    Notwithstanding any other provision of this Contract, the Contractor
         shall advise DBSI immediately by telefax any event, circumstance or
         development which materially threatens the delivery dates established
         herein or the quality of any Satellite or component part thereof or of
         any other item, service or documentation to be provided by the
         Contractor.

20.3.    Prior to termination of the Contract for the Contractor's default, the
         Parties shall undertake to cure a Defect in the following manner:

         (a)      DBSI shall deliver to the Contractor a written demand for
                  correction and cure of the Defect setting forth the basis for
                  the claim. Said notice shall be sent to the Contractor within
                  30 (thirty) Days from the time DBSI knows of the Defect.

         (b)      Within 15 (fifteen) Days after receipt by the Contractor, of
                  DBSI's written notice or such longer time as may be mutually
                  agreed between the Parties, the Contractor shall submit to
                  DBSI a correction plan for curing the Defect, provided that no
                  correction plan shall ever result in a change to a delivery
                  date unless the Parties otherwise agree.

         (c)      If DBSI either accepts the correction plan or does not reject
                  the correction plan within 30 (thirty) Days after receipt, the
                  Contract shall be deemed modified in accordance with said
                  correction plan and the Defect shall be deemed cured, so long
                  as the Contractor complies with the terms of such correction
                  plan provided that, the provisions of this Article 20.3. shall
                  continue to apply to any continuing or further Defect not
                  cured by such correction plan.

20.4.    In the event that :

         (i)      the Contractor does not submit a correction plan to DBSI
                  within 15 (fifteen) Days after

<PAGE>

                                                                       Page 47

                  receipt of a written demand therefor, or

         (ii)     the Parties cannot develop a correction plan which corrects or
                  offsets the effect of the Defect or which otherwise is
                  satisfactory to both the Contractor and DBSI, within 20
                  (twenty) Days after the rejection of the proposed correction
                  plan,

         then DBSI may elect to terminate the Contract in whole or in part
         pursuant to Article 18 (Termination for Default) and the Contractor
         shall forthwith notify DBSI of completed work and all work-in-progress
         relating to the Work in respect of which DBSI exercises its rights.


<PAGE>

                                                                       Page 48

21       THE CONTRACTOR'S RIGHT TO SUSPEND OR TERMINATE THE WORK


21.1.    The Contractor shall begin the Work when all amounts due and payable at
         the EDC shall have been fully paid.

         If, at any time, any portion of the Total Prime Contract Price due and
         payable as a Milestone Payment shall not have been fully paid within 20
         (twenty) days of the Invoice date on which such payment was due, the
         Contractor shall be entitled to cease and suspend all Work (the
         "Stoppage Date") until after all due and overdue amounts payable by
         DBSI have been received, including interest payable under Article 6.6.
         The Contractor shall be obligated to resume its Work no later than 15
         (fifteen) Days after the date on which DBSI shall have paid all
         outstanding amounts due or overdue and payable, provided that the
         Contractor shall be entitled to an extension in the Delivery date for
         all Milestones occurring after the Stoppage Date equal to one Day for
         each Day on which any payment amount was overdue. In the event that any
         portion of a Milestone Payment remains unpaid 60 (sixty) days after the
         date on which such payment was due, the Contractor shall be entitled to
         give notice of the exercise of its right to terminate under this
         Article.

21.2.    The Contractor may suspend working on the Work or terminate this
         Contract by giving written notice to DBSI of termination if DBSI :

         (i)      fails to pay any undisputed Invoice within 20 (twenty) Days
                  from the date of Invoice as provided for in Article 6.
                  (Payment), or,

         (ii)     has not provided the stand-by letter of credit provided for by
                  Article 3.2.3, prior to EDC + 4 months.

         (iii)    DBSI refuses or fails to observe or perform any material duty
                  and obligation of the Contract and any of its undertakings
                  under this Contract and DBSI fails to remedy such default
                  within sixty (60) days of receipt of the Contractors written
                  notice, or,

         (iv)     DBSI has assigned or transferred the Contract in violation of
                  Article 24 (Assignments),

         (v)      the Excusable Delay, due to DBSI's failure to fulfill its
                  undertakings, exceeds 12 (twelve) months pursuant to Article
                  16. (Excusable Delay),

         (vi)     or has not made and Contractor has not received and accepted,
                  as of the date of written notice of termination, the Calendar
                  Payment No. 2.2 provided for in Article 6.2.1 and milestone
                  payment No. 4 provided for in Article 6.2.2 on or before 5:00
                  p.m. Pacific Standard Time January 31, 2000. . In case of
                  termination under this subsection (vi), termination will be
                  effective immediately upon written notice.

21.3.    In the event of such termination by the Contractor, the Contractor
         shall be entitled to take any or all of the following actions :

         (i)      treat the Contract as terminated as to all the items then
                  undelivered or services unperformed and cease or suspend
                  manufacture or supply of any of the items or services to be
                  supplied under the Contract,

         (ii)     withhold delivery of any of the items or services to be
                  supplied under the Contract until the Contractor has received
                  full payment of undisputed amounts,

<PAGE>

                                                                       Page 49

         (iii)    cease or suspend performance of any of the services to be
                  provided to DBSI under the Contract,

         (iv)     have the right to retain possession of and title to the Work,

         (v)      have right to sell Work or items without notice to or consent
                  of DBSI,

         (vi)     demand and promptly be paid all amounts born by the Contractor
                  in accordance with Articles 19.2 and 19.3. except 19.3. (b) ,
                  19.4. and 19.5. less the amounts already paid by DBSI at the
                  date of Termination.

21.4.    This Article does not limit other rights to which otherwise the
         Contractor may be entitled under applicable law.

21.5.    Notwithstanding anything else to the contrary in this Agreement, if the
         Contractor elects to terminate this Agreement after EDC under Article
         21.2.(vi), the down payments represented by payments Nos. 1 and 2.1
         provided for in Article 6.2.1 and milestone payment No. 3 provided for
         in Article 6.2.2 shall become non-refundable payments. Contractor and
         DBSI agree that, other than the non-refundable payments represented by
         payments Nos. 1 and 2.1 provided for in Article 6.2.1 and milestone
         payment No. 3 provided for in Article 6.2.2, the Parties shall have no
         further liabilities for costs and expenses incurred under this. In
         addition, in the event that DBSI attempts to terminate this Agreement
         for convenience under Article 19 between EDC and the time DBSI has made
         payment No. 2.2 provided for in Article 6.2.1 and payment No. 4
         provided for in Article 6.2.2, then the Contractor may immediately
         terminate this Agreement under Article 21.2(vi) and the Agreement shall
         be deemed to have been terminated by the Contractor under Article
         21.2(vi) and not by DBSI under Article 19.

<PAGE>

                                                                       Page 50

22.      CHANGES

22.1.    The Contract shall not be modified except by a written agreement signed
         by duly authorized representatives of the Parties as identified in
         accordance with the provisions of Article 31 (Communication and
         Authority) hereof. Such written agreement shall state that it is an
         Amendment to the Contract. No oral agreement or conversation with any
         officer, agent or employee of DBSI or the Contractor, either before or
         after execution of the Contract, shall affect or modify any of the
         terms or obligations contained in the Contract. No purchase order,
         acknowledgement, quotation, or other similar document issued by either
         Party with respect to the subject matter of the Contract, nor any
         directive of DBSI, shall be deemed to be a part of the Contract or to
         modify the Contract in any respect relating to the Work unless executed
         in conformance with this Article 22.

22.2.    Changes requested by DBSI

         At any time prior to System Final Acceptance under the Contract, DBSI
         may, by written Contract Change Request, request the Contractor to (i)
         make changes within the general scope of the Contract, such a change in
         drawings, designs, specifications, method of shipment or packing,
         delivery date(s) or place of delivery, (ii) request additional work
         within the general scope of the Contract or (iii) request the deletion
         of portions of the Work.

         If any such Contract Change Request causes an increase or decrease in
         Contractor' cost or in the time required to complete all or portions of
         the Work, or change in the specifications of any Deliverable Item, the
         Contractor will prepare within one month a Change Proposal describing
         impacts on cost, deliverables and program schedule and submit it to
         DBSI for approval. DBSI shall notify the Contractor in writing, within
         15 (fifteen) days after receipt of such Change Proposal, whether or not
         it agrees with and accepts the Contractor's Change Proposal. If DBSI
         agrees, an Amendment to the Contract reflecting such change and price
         adjustment or specifications and/or delivery date or schedule, if any,
         shall be issued and the Contractor shall proceed with the performance
         of the Contract as changed.

         The Contractor shall not implement such variation, and DBSI shall not
         be liable for any change in the Total Contract Price or delivery dates
         pursuant to such variation, until and unless the Parties have entered
         into a written Amendment to this Contract.

22.3.    Changes requested by the Contractor.

         Any Contract Change Request issued by the Contractor during the
         performance of the Contract, which will add or delete Work, affect the
         design of any Deliverable items, change the method of shipment or
         packing, delivery date(s) or place of delivery, or will affect any
         requirement of the Contract, shall be submitted to DBSI through a
         Change Proposal one month prior to the proposed date of change, unless
         otherwise agreed.

         DBSI shall notify the Contractor in writing within 15 (fifteen) days
         from receipt of the Change Proposal whether or not it agrees with and
         accepts such change. If DBSI agrees, an Amendment to the Contract
         reflecting such change and price adjustment or specifications and/or
         delivery date or schedule, if any, shall be issued and the Contractor
         shall proceed with the performance of the Contract as changed. The
         Contractor shall not implement such

<PAGE>

                                                                       Page 51

         variation, and DBSI shall not be liable for any change in the Total
         Contract Price or delivery dates pursuant to such variation, until and
         unless the Parties have entered into a written Amendment to this
         Contract.


<PAGE>

                                                                       Page 52

23.      SUBCONTRACTS

23.1.    The Contractor will enter and maintain Subcontracts which are referred
         to as < < Major Subcontracts > > .

         < < Major Subcontracts > > are defined as those Subcontracts which are
         important or critical in nature to the work and are listed below.

         List of key Subcontracts:

         -        Platform and part of the Ground Control Segment : SSTL,
                  Guildford, United Kingdom

         -        Payload:

                  -         - [Redacted]

         -        Terminal Subcontractors:

                  The Terminal Subcontractors shall be selected by mutual
                  agreement of the Parties prior to EDC+1. In the event that the
                  Parties are unable to agree on the selection of the Terminal
                  Subcontractors prior to EDC+1, then the selection of the
                  Terminal Subcontractor shall be made by the mutual agreement
                  of a senior executive from each party.

         -        Communications Center Subcontractor : [Redacted]

23.2.    In the event that the Contractor needs to terminate or substitute a
         Major Subcontractor, the Contractor shall consult with DBSI and shall
         replace such a Major Subcontractor with an entity with substantially
         equal qualifications and capabilities.

23.3.    In the event that the Contractor or any Major Subcontractor has reason
         to change in any manner the technical requirements or specifications of
         the Work, such change shall require DBSI's prior approval after full
         disclosure of the impact on price, performance and delivery under the
         Contract and shall not become effective unless and until the Parties
         agree to the change in a formal written Amendment to the Contract in
         accordance with Article 22. (Changes).

23.4.    Nothing in the Contract shall be construed as creating any contractual
         relationship between DBSI and any Subcontractor. The Contractor is
         fully responsible to DBSI for the acts and omissions of the
         Subcontractors, and of all persons used by the Contractor or
         Subcontractors in connection with the performance of the Work under the
         Contract. Except as provided for in Article 16 (Extensions for
         Excusable Delay), any failure by a Subcontractor to meet its
         obligations to the Contractor shall not constitute a basis for
         Excusable Delay, and shall not relieve the Contractor from meeting any
         of its obligations under the Contract.

23.5.    Unless otherwise agreed to in writing by DBSI, the Contractor shall use
         its best efforts to ensure that :

         (i)      the Major Subcontracts include provisions under which the
                  Major Subcontractors agree not to assign or delegate the Major
                  Subcontracts or any of their rights, duties or obligations
                  thereunder without the prior written consent of the
                  Contractor, after consultation with DBSI, and that any
                  attempted assignment or delegation without such

<PAGE>

                                                                       Page 53

                  consent shall be void and without effect and,

         (ii)     that the Major Subcontracts will include provisions complying
                  with the provisions of Article 9 (Access to Work in Progress),
                  12 (Proprietary and/or Confidential Information) and 13
                  (Public Release of Information).

23.6.    Platform Subcontract Assignment

         The Purchase and Sale Contract between Surrey Satellite Technology
         Limited and DBS Industries Incorporated, of March 31, 1999 as amended
         is assigned by these parties to the Contractor as provided for in the
         Assignment Agreement to be executed by these parties and the
         Contractor.

         The Satellite Platform Subcontract has been assigned to the Contractor
         by DBSI and the Subcontractor pursuant to the Assignment Agreement
         executed by all the parties.

         The original Subcontract price, between DBSI and the Subcontractor
         (SSTL), was [Redacted] MUSD. Only [Redacted] $ will be assigned to the
         Contractor and [Redacted] $ will remain with DBSI to continue for the
         Subcontractor to provide engineering support and will be handled with a
         purchase order issued by DBSI. [Redacted] MUSD have already been paid
         by DBSI to the Subcontractor.

         In the event that the Contractor needs to terminate or substitute the
         Satellite Platform Subcontract, the Contractor shall consult with DBSI
         and, subject to DBSI's approval, which shall not be unreasonably
         withheld or unduly delayed, shall replace such Subcontractor with an
         entity with substantially equal qualifications and capabilities.

         Notwithstanding anything else to the contrary, if Contractor elects to
         terminate this Agreement pursuant to Article 21.2(vi), then the
         Assignment Agreement for the Satellite Platform Subcontract shall
         revert back to DBSI.


<PAGE>

                                                                       Page 54

24.      ASSIGNMENTS

24.1.    Prime Contract Assignment

         Neither Party shall assign or delegate this Contract or any of its
         rights, duties, or obligations hereunder to any third party or legal
         entity, without the prior express written approval of the other Party,
         which consent shall not be unreasonably withheld, except to any
         successors of either Party by merger or consolidation provided such
         successor or assignee shall comply with the rights and obligations of
         such replaces Party as unchanged.

24.2.    The Contractor hereby accepts that DBSI may assign this Contract to
         DBSI's wholly owned subsidiaries < < Newstar > > , provided that DBSI
         shall remain jointly and severally liable on the Contract and Newstar
         shall comply with all rights and obligations of DBSI's set forth
         herein. DBSI shall promptly notify the Contractor when DBSI desires to
         have Newstar designated as the primary customer under the Contract.


<PAGE>

                                                                       Page 55

25.      WARRANTY

25.1.    The Contractor warrants for the period specified herein below, that
         items delivered under the Contract shall be free from any defects in
         design, material or workmanship and shall conform to the requirements
         of Exhibit A, and B (Statement of Work, Level A Specification,) and on
         the basis and subject to the assumptions defined in Exhibit C (ESAT
         Acceptance Criteria).

         DBSI shall have the right, at any time during the period of this
         warranty set forth herein to require that any Work not conforming in
         any material respect to the Exhibits to the Contract be promptly
         corrected or replaced (at The Contractor's expense) with conforming
         Work.

25.2.    For items other than the Satellites, the warranty period shall be two
         (2) years after Launch. If the Launch is postponed through no fault of
         the Contractor, the warranty period shall cease no later than EDC 46.5
         months.

         This warranty shall not apply to any item that :

         -        has been subjected to misuse, neglect, accident or abuse by
                  DBSI or end-user,

         -        has not been maintained in accordance with instructions
                  furnished by the Contractor,

         -        has been modified after delivery without the Contractor's
                  prior written consent,

         The Contractor's warranty regarding software does not include
         rectification of anomalies on software due to DBSI or a third party
         having carried out modification on the software delivered by the
         Contractor.

         The Contractor shall warrant repaired or replaced items, under the same
         conditions as above, for a period of time equal to the period during
         which the items have been unavailable.

         Labor costs (travels, board and lodging of personnel) relating to the
         reinstallation under the Contractor's responsibility of equipment
         repaired or replaced under the above warranty shall be borne by DBSI.

25.3.    Any defect found on a Satellite that has been Launched shall be
         corrected on other Satellite which have not been Launched.

25.4.    The Contractor shall not, under any circumstances, under any warranty
         (express, implied, or statutory) have any liability to DBSI or DBSI's
         customers or to anyone else for any special, consequential and/or
         incidental damages, whether or not foreseeable, including but not
         limited to lost revenues or profits, resulting from any breach to this
         Contract or with respect to any defect, non-conformance or deficiency
         in any information, instructions, services or other things provided
         pursuant to the Contract.

         Except as is otherwise expressly provided in this Contract, no other
         warranties, whether statutory, express or implied, including but not
         limited to those of merchantability and fitness for any particular
         purpose shall apply to the goods and services furnished hereunder.

25.5     Any defect effecting the Satellites not launched will be corrected by
         the Contractor, at its own expense, during a one year period following
         its flight readiness review as provided for in Exhibit A.

25.6.    There will be no warranty on the Satellites after Launch.

<PAGE>

                                                                       Page 56

26.      INDEMNIFICATION

26.1.    The Contractor shall indemnify and hold DBSI, its officers, directors
         employees, agents, consultants, assignees and successors (< < the
         Indemnities > >), harmless from any loss, damage, liability or expense,
         including reasonable attorneys fees, resulting from any loss or damage
         to property or injury, or death, arising from any occurrence associated
         with the Work before the transfer of title and risk to DBSI in
         accordance with the provisions of Article 10 (Transfer of Title and
         Risk), to the extent caused by any act or omission of the Contractor,
         its Subcontractors, or their employees, agents, and others arising out
         of the performance of the Work except to the extent caused by the Gross
         Negligence or willful misconduct of the Indemnities who suffered the
         damage and subject to the stipulations of Article 26.5.

26.2.    The Contractor shall at its sole expense defend any suits or other
         proceedings, whether in law or equity, brought against said
         Indemnities, on account thereof, and shall pay damages and costs
         associated with settlements or judgments which may be incurred by or
         rendered against them, or any of them, in connection therewith,
         provided that DBSI notifies the Contractor within 15 (fifteen) calendar
         days, in writing, after it receives notice of any suit or within 20
         (twenty) calendar days of such claim and permits the Contractor to
         answer the claim or suit and defend the same and gives the Contractor
         authority and such assistance and information as is available to DBSI
         for the defense of such claim or suit. Notwithstanding the foregoing,
         in no event shall the Contractor have any indemnification liability
         regarding any claims or suits of any customers of DBSI or third parties
         asserting claims against DBSI, not related to the Work.

26.3.    The Contractor shall take all reasonable measures to ensure at all
         times the safety of DBSI's personnel upon the Contractor's or
         Subcontractor's premises.

26.4.    DBSI shall have a reciprocal obligation, subject to the same exceptions
         and provisions applied mutatis mutandis, to indemnify and hold harmless
         the Contractor, its Subcontractors, and the officers, employees,
         agents, with respect to loss of or damage to property, or personal
         injury or death, caused by any act or omission of DBSI, its officers,
         directors employees, agents, consultants, assignees and successors,
         arising out of the performance of the Work.

26.5.    After Final Acceptance of the ESAT Communication System and subject to
         the provisions of Article 14 (Limitation of Liability) above, the
         following shall apply :

26.5.1.  DBSI shall indemnify and hold harmless the Contractor and its
         Subcontractors, their employees and/or representatives from any and all
         liabilities which may arise from losses or damages of any kind suffered
         by third parties including but not limited to those suffered by
         employees, and representatives of such third parties and Customers of
         DBSI in connection with the operation of the ESAT Communication System.

26.5.2.  Any liability insurance or property insurance taken by DBSI to cover
         its exposure hereunder shall include a waiver of subrogation against
         the Contractor and its Subcontractors and their employees and/or
         representatives.

         DBSI shall indemnify the Contractor, its Subcontractors, their
         employees and/or

<PAGE>

                                                                       Page 57

         representatives, as the case may be against the consequence of its
         failure to include such a provision.

<PAGE>

                                                                       Page 58

27.      APPLICABLE LAW AND ARBITRATION

27.1.    The Parties shall endeavor to amicably resolve any dispute arising out
         of the performance of this Contract within 30 (thirty) Days of receipt
         of a written notice from the claiming Party. If the Parties are unable
         to resolve the dispute within a 30 (thirty) Day period, then they may
         refer the dispute to an independent third party who will, within a
         further 30 (thirty) Days, review the dispute and recommend a resolution
         thereto. If the Parties cannot mutually agree on said third party, or
         either Party disagrees with the recommendation of said third party,
         then Article 27.2. below shall apply.

27.2.    If the dispute is not resolved pursuant to the provisions of Article
         27.1. above then the dispute shall be finally settled under the Rules
         of Conciliation and Arbitration of the International Chamber of
         Commerce (< < ICC > > ) by 3 (three) arbitrators appointed in
         accordance with the Rules.

27.3.    The arbitration proceedings shall take place in Paris, France and the
         language of such proceedings, including arguments and briefs shall be
         in English.

27.4.    Each Party shall bear the costs of its legal representation, witnesses
         produced by such Party, document production and other discovery
         expenses.

27.5.    This Contract shall be governed by and construed in accordance with
         French Law.

27.6.    The arbitral award shall be final and binding on the Parties and
         judgement may be entered thereon, upon the application of either Party,
         by any court having jurisdiction.

27.7     In the event that Contractor draws upon the stand-by letter of credit
         provided for in Article 3.2.3 during a period in which the Parties are
         resolving a dispute under this Article 27, then the Contractor shall
         have the funds drawn on the stand-by letter of credit deposited
         directly into a third party interest bearing escrow account where such
         funds shall remain until the dispute is finally resolved in accordance
         with this Article 27.


<PAGE>


                                                                       Page 59

28.      SPECIFIC PROVISIONS

         Regarding the ESAT Terminal, the Contractor liability is limited to the
         delivery of prototypes in conformance with the provisions of this
         Contract. The Contractor shall not incur any liability regarding the
         design, manufacturing, sale, use, and production of the ESAT Terminal
         which shall be subject to a separate agreement between the Parties or
         between DBSI and such other third party manufacturer(s) as DBSI may
         select.


<PAGE>

                                                                       Page 60

29.      ENTIRE AGREEMENT

         This Contract constitutes the entire agreement between the Parties and
         supersedes all prior understandings, commitments and representations,
         whether oral or written whether express or implied, between the Parties
         with respect to the subject matter hereof. It may not be amended,
         modified or terminated and none of its provisions may be waived, except
         by a writing signed by an authorized representative of the Party
         against which the amendment, modification, termination or waiver is
         sought to be enforced. No addition to, deletion or deviation from the
         provisions of this Contract shall be binding against any Party unless
         agreed in writing and signed by the Parties.

         The paragraph headings herein shall not be considered in interpreting
         the text of this Contract.


<PAGE>

                                                                       Page 61

30.      EFFECTIVE DATE

30.1.    This Contract shall become effective on the Day all of the following
         conditions have been met :

         1.       signature of this Contract by the Parties,

         2.       receipt by the Contractor of the Payment Nos. 1 and No 2.1
                  referred to in Article 6.2.1 (Payment), and Payment No 3
                  referred to in Article 6.2.2 by December 31, 1999.

Execution by the Parties of a Stock Purchase Agreement on or before December 24,
         1999, wherein the Contractor agrees to purchase from DBSI a total of $5
         MUSD of newly issued DBSI convertible preferred stock at the same price
         and on such other terms as DBSI is generally making available to its
         private placement investors in December 1999. 30.2. If this Contract
         does not become effective by December 31, 1999, this Contract shall be
         declared to be null and void unless the Parties otherwise agree in
         writing.


<PAGE>

                                                                       Page 62

31.      COMMUNICATION AND AUTHORITY

         Any notice or other communication required or permitted under this
         Contract, including invoices shall be made to the following persons :

31.1.    In the case of DBSI to :

         FRED THOMPSON for contractual and commercial matters as well as press
         release notification

         DBS Industries
         100 Shoreline Highway, Suite 190A,
         Mill Valley,
         CA 94941, USA
         Tel : 1 415 380 8055
         Fax : 1 415 380 8199

         GREGORY LEGER for technical and programmatic matters;
         ESAT Project Office
         8, esplanade Compans Caffarelli, BP 813
         31080 TOULOUSE CEDEX 6
         France
         Tel: 05 62 30 50 10
         Fax: 05 62 30 51 13

         SCOTT BARTEL for legal matters
         to
         300 Capitol Mall, Suite 1100
         SACRAMENTO, CA 95814, USA
         Tel : 00 1 916 442 04 00
         Fax : 00 1 016 442 34 42

         With a carbon copy telefaxed to;
         DBS Industries
         100 Shoreline Highway, Suite 190A,
         Mill Valley,
         CA 94941, USA
         Tel : 1 415 380 8055

<PAGE>

                                                                       Page 63

         Fax : 1 415 380 8199

31.2.    In the case of the Contractor to :
         GERALD BAILLOT for contractual and commercial matters and public
         release of information.
         Tel : 5 34 35 53 77
         Fax : 5 34 35 51 18

         NOEL SUINOT for technical and programmatic matters
         Tel : 5 34 35 61 04
         Fax : 5 34 35 61 63

         MARIE DROUSIE for invoices matters
         Tel : 5 34 35 50 54
         Fax : 5 34 35 60 94

         THIERRY DELOYE for any public release of information
         Tel : 5 34 35 60 80
         Fax : 5 34 35 63 41

         to

         Alcatel Space Industries
         26, avenue Jean-Francois Champollion
         31037 TOULOUSE Cedex (France)

         Excepted as provided in Article 6. (Payment), all notices, demands,
         reports, orders and requests hereunder by one Party to the other
         shall be in writing and deemed to be duly given on the same business
         day if sent by electronic means (i.e., telex, electronic mail or
         facsimile) or delivered by hand during the receiving Party's regular
         business hours, or on the date of actual receipt if sent by pre-paid
         overnight, registered or certified mail.


<PAGE>

                                                                       Page 64

32.      KEY PERSONNEL

32.1.    The Work related to this Contract shall be performed by such Key
         Personnel as defined in Exhibit E (Prime Contractor Key Personnel),
         such personnel to be available for the Work throughout this Contract.

32.3.    Any replacement of such Key Personnel requires the prior written
         information to DBSI mentioned in Article 31 (Communication and
         Authority). Key Personal Replacement requests shall be accompanied by
         a justification for the change and by a written comprehensive resume
         of the qualifications of successor Key Personnel.


<PAGE>

                                                                       Page 65

         IN WITNESS WHEREOF,

         The Parties hereto have set their hands on

         On behalf of: ALCATEL SPACE INDUSTRIES

         Name:

         On this day:

         On behalf of: DBS INDUSTRIES INC.

         Name:

         On this day:


<PAGE>

                                                                       Page 66




                                    EXHIBIT A

                                STATEMENT OF WORK

                           FOR THE ESAT COMMUNICATION
                                     SYSTEM

                                   [Redacted]

<PAGE>

                                                                       Page 67

                                    EXHIBIT B

                            ESAT LEVEL A REQUIREMENT
                                 SPECIFICATION

                                   [Redacted]


<PAGE>

                                                                       Page 68


                                    EXHIBIT C

                            ESAT ACCEPTANCE CRITERIA

                                   [Redacted]


<PAGE>

                                                                       Page 69

                                    EXHIBIT D

                           SPECIMEN OF CERTIFICATE OF
                                   ACCEPTANCE

                                   [Redacted]


<PAGE>


                                                                       Page 70

                                    EXHIBIT E

                                  KEY PERSONNEL

                                   [Redacted]


<PAGE>

                                                                       Page 71

                                    EXHIBIT F

                          SPECIMEN OF LETTER OF CREDIT

                                   [Redacted]