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                                                               EXHIBIT 10.4.13


                                AMENDMENT NO. 14
                                       TO
                          CONTRACT NO. SS/L-TP93002-01
                                      AND
                              SPACE SYSTEMS/LORAL
                                      FOR
                        DELIVERY OF CD RADIO DARS SYSTEM

         THIS CONTRACT AMENDMENT NO. 14 (the "Amendment") is entered into
effective as of 30 June 1997, between CD RADIO INC. (the "Purchaser") and SPACE
SYSTEMS/LORAL, INC. (the "Contractor").

         WHEREAS, Contractor and Purchaser are parties to Contract No. SS/L-
TP93002-01 dated March 2, 1993, as amended by the parties thereto, most
recently pursuant to Contract Amendment No. 13 dated 30 May, 1997 (as so
amended, the "Contract"),

         WHEREAS, Contractor and Purchaser desire to amend the Contract,

         NOW, THEREFORE, in consideration of the mutual covenants and
conditions in this Amendment and in the Agreement, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

         1.  The page from the Contract, attached to this Amendment as Exhibit
A and incorporated herein by reference, are hereby substituted for existing
pages in the Contract, in their entirety, as follows:

             Existing Page (Remove)            Replacement Page (Attached)
                     71                                         71

         2.  All capitalized terms in this Amendment, not otherwise defined
herein, shall have the meanings ascribed to them in the Contract.

         3.  The Contract, as modified by the express terms of this Amendment,
is hereby ratified and affirmed by Purchaser and Contractor, and shall remain
in full force and effect.

         IN WITNESS WHEREOF, the Parties have executed this Amendment effective
as of the date first above written.

CONTRACTOR:                                 PURCHASER:
                                      
SPACE SYSTEMS/LORAL, INC.                   CD RADIO INC.
                                      
                                      
By:         /s/ R.A. Haley                  By:         /s/ R.D. Briskman
         -----------------------------               --------------------------
Name:     R. A. Haley                       Name      R. D. Briskman
         -----------------------------               --------------------------


Title:    Vice President & CFO              Title:    Pres., CD Radio Systems
         -----------------------------               --------------------------
                                            
                                      
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                            EXHIBIT A - AMENDMENT 14


ARTICLE 44  AGREEMENT EXPIRATION


It is agreed between the Parties that if CD Radio Inc. has not been granted a
license and construction permit from the Federal Communications Commission by
the end of July 31, 1997, the provisions of this Contract shall become null and
void, and the Parties shall have no further obligation whatsoever to each
other, and no financial obligations shall exist by either Party to the other
Party.