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EXHIBIT 10.7

AMENDMENT NO. 3

TO THE

IRIDIUM(R) TERRESTRIAL NETWORK DEVELOPMENT CONTRACT

WHEREAS, Iridium LLC (hereinafter called "Iridium") and Motorola, Inc.
(hereinafter called "Motorola") have previously entered into that certain
IRIDIUM Terrestrial Network Development Contract (hereinafter called the "TNDC")
effective January 1, 1993, including Amendments Nos. 1 and 2 thereto,
respectively dated November 2, 1995, and August 20, 1996; and,

WHEREAS, Iridium and Motorola desire to further amend the terms and
conditions of the TNDC in order to accommodate changes to the scope of work to
be performed thereunder:

NOW, THEREFORE, in consideration of the foregoing and pursuant to ARTICLE
8, CHANGES of the TNDC, Iridium and Motorola agree to the following changes to
the TNDC:

1. Amend Article 1 DEFINITIONS by:

(A) adding the following new terms:

"Capitalized terms used and not otherwise defined herein shall have the
following meanings:

1.1. Bothersome: A condition of the IIU Equipment operation which does
not adversely impact the IIU-related ICRS service to subscribers,
but may inconvenience the IIU operator.

1.5 Enhanced Call Intercept (ECI):

1.6. Enhanced Emergency Call Handling: Features including SIM-less
Emergency Calling and Multiple Emergency Codes Support, the precise
scope of which is set forth in Section 13.0 of Exhibit A hereto.

1.13. Hard Failure: A continuous or reproducible repeated intermittent
malfunction of Hardware.

1.14. Hardware: The tangible and physical goods portion of items, but not
Software or firmware.

* Information has been omitted and files seperately with the
Commission pursuant to Rule 406 of the Securities Act of 1933.

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*

1.18. IRIDIUM Cellular Roaming Service (ICRS): Features providing IRIDIUM
System subscribers, IS-41 terrestrial cellular network subscribers
and Groupe Special Mobile(GSM), also known as Global System for
Mobile Communications, terrestrial cellular network subscribers with
the ability to roam among such networks using a single telephone
number, the precise scope of which is set forth in Section 11.0 of
Exhibit A hereto.

1.20. IRIDIUM Interoperability Unit (IIU) Equipment: Hardware and Software
required to implement ICRS, the precise scope of which is set forth
in Section 11.0 of Exhibit A hereto.

1.22. Major Release: An issue of Software, or a portion thereof, which
adds a new feature or substantially enhances the existing issue of
the Software, or a portion thereof. A Major Release may also correct
defects in earlier releases.

1.23. Messaging Improvements: Features intended to improve * and to
enable the System to send alphanumeric messages of up to *
characters in length, the precise scope of which is set forth in
Section 12.0 of Exhibit A hereto.

1.24. Messaging/Telephony Location Interworking (MTLI): Feature to enable
the System to correlate the location of an IRIDIUM messaging
subscriber with the location of that subscriber's most recent
registration of *, the precise scope of which is set forth in
Section 11.9 of Exhibit A hereto.

1.27. Multiple Emergency Codes Support: Feature that provides the ability
to use an ISU to recognize requirements for countries having
multiple emergency codes and perform an emergency call, the precise
scope of which is set forth in Section 13.2 of Exhibit A hereto.

1.28. Multiple Gateway Business System (GBS): Feature to enable a Gateway
to support one or two remotely connected GBSs, the precise scope of
which is set forth in Section 9 of Exhibit A hereto.

1.29. On-Site Spare: Hardware owned by Iridium for use in maintaining the
IIU Equipment.

1.30. Performance Affecting: A failure of the IIU Equipment which causes
degraded performance or operation of the IIU Equipment, but does not
cause loss of service to subscribers. A Performance Affecting
failure of the IIU Equipment may cause degraded performance
perceptible to the subscriber.

* Information has been omitted and files seperately with the
Commission pursuant to Rule 406 of the Securities Act of 1933.

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1.31. Point Release: A reissue of existing Software which revises or
improves the Major Release of Software with which it is associated.
A Point Release may also correct defects in the current release of
Software.

1.34. Service Affecting: A failure of the IIU Equipment which causes
partial or total loss of, or otherwise materially interferes with,
the IIU-related ICRS service to subscribers.

1.35. SIM-less Emergency Calling: Features providing the ability to use an
ISU, without the use of a SIM card, to call an emergency service
provider at a provisioned emergency code number, the precise scope
of which is set forth in Section 13.1 of Exhibit A hereto.

1.36. Software: Object-code computer programs, including firmware object
code.

1.37. Software Defect: A condition in the Software which produces a
malfunction other than a short-term or transient, non-recurring
malfunction.

1.38. Software Patch: Software that corrects or removes a Software Defect
in an existing Major Release.

1.41. Subscriber Identity Module (SIM) card: A card inserted into an ISU,
which card contains electronically stored information to identify
the System subscriber and the subscribed services.

(B) Renumbering the following existing terms:

1.2. Commercial Activation Activities: The activities set forth in
Section 8.0 of Exhibit A hereto.

1.3. Commercial Activation Date: The date of the first "Revenue Producing
Communication Message," as that term is defined in the Space System
Contract.

1.4. Constellation or Space Segment: That part of the complete IRIDIUM
Communications System consisting solely of the space vehicles (also
referred to as spacecraft or satellites) in low-earth orbit. It does
not include the System Control Segment, Gateways, ISUs, MXUs or
other components necessary for complete utilization of the IRIDIUM
Communications System.

1.7. Gateway: The Gateways encompass the ground-based facilities
constructed in accordance with the Gateway Interface Specification
supporting the subscriber billing/information functions in addition
to call processing operations and the connection of the IRIDIUM
subscriber communications to the Public Switched Telephone Network
(PSTN).

1.8. Gateway Design Package: The documents being delivered hereunder
which provide data usable for other Gateway design and development
efforts. These documents are specified in Section 4.3 of Exhibit A
of this contract.

1.9. Gateway Equipment: The hardware and software for the IRIDIUM Gateway
necessary to perform the functions specified in Section 3.1 of
Exhibit A of this document.

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1.10. Gateway Interface Specification: The functional specification
prepared by Motorola that defines the radio frequency interface,
logical and physical protocols, and functionality necessary for
Gateway Interoperability with the Space System. It does not include
the Voice Encoding Algorithm necessary for complete interoperability
with the IRIDIUM Communications System.

1.11. GEPA: A Gateway Equipment Purchase Agreement between Motorola and a
Gateway Equipment purchaser.

1.12. GTAC Services: The services described in Section 7.0 of Exhibit A
hereto.

1.16. Initial GEPAs: GEPAs for the installation of Gateway Equipment for
the following IRIDIUM Investors, provided the installation of such
Gateway Equipment is scheduled to occur prior to the Commercial
Activation Date:

a. Iridium U. S., L. P.

b. Iridium SudAmerica

c. Nippon Iridium Corp.

d. United Communication Industry Public Company Limited [Thai
Satellite Telecommunications Co., Ltd.]

e. Pacific Communications Co., Ltd. - #1 [Taiwan]

f. Pacific Communications Co., Ltd. - #2 [Indonesia]

g. Iridium Services Deutschland and STET

h. Khrunichev State Research and Production Space Center

i. Iridium China (Hong Kong), Ltd.

j. Iridium India Telecom, Ltd.

k. Korea Mobile Telecommunications Corp.

1.17. Interoperable or interoperate: The terms "interoperable" and
"interoperate" shall mean, in this Contract, that these components
will be designed to function individually and collectively to
provide IRIDIUM communications services, and that where necessary in
such interoperation, will be interconnectable in accordance with the
applicable interface specifications and the applicable
specifications contained in the Space System Contract, as amended.

1.19. IRIDIUM Communications System: The complete integrated
satellite-based digitally-switched communication system. This term
refers collectively to the Space Segment, System Control Segment,
Gateways and Subscriber Unit Segment.

1.25. Milestones: The term "Milestone" or "Milestones" refer to the
specific milestones described in the Statement of Work (Exhibit A).

1.26. Mobile Exchange Units (MXUs): The equipment designed to interconnect
multiple voice or data channels to the IRIDIUM Communications System
using the subscriber unit radio frequency interface to the Space
System.

1.32. Pre-Commercial Service Warranty: The services described in Section
6.0 of Exhibit A hereto.

1.33. PSTN-interconnectable: The term "PSTN-interconnectable" shall mean,
in this Contract, that the Gateway's Switching Center will operate
with PSTNs which

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use either the common industry standard international
Multi-Frequency Compelled ("MFC-R2 International") or Signaling
System Seven Integrated Services User Part ("SS7/ISUP") signaling
and addressing protocols. For the end-to-end message signaling, the
Gateway's Switching Center will use the Dual Tone Multi-Frequency
("DTMF") signaling protocols~ of the International
Telecommunications Union (formerly CCITT).

1.39. Space System: This term refers to the integrated combination of the
Space Segment and System Control Segment.

1.40. Space Vehicles: The terms space vehicle, satellite, or spacecraft
all have the same meaning throughout this Contract and refer to the
individual or multiple satellites of the Constellation.

1.42. Subscriber Unit Segment: The Subscriber Unit Segment refers
collectively to the individual equipment units generally referred to
as Individual Subscriber Units (ISUs) to be used by subscribers and
capable of initiating and receiving communications through the
IRIDIUM Communications System. These may include, for example,
hand-held portable units, aircraft units, marine units, portable
office units, and pay phone units. As used herein, this term also
includes paging units.

1.43. System Control Segment (SCS): This term refers to the various
ground-based sites, equipment, and facilities to manage and control
the individual space vehicles of the Constellation, and the
communication links of the IRIDIUM Communications System in
accordance with the performance levels specified in the Space System
and Operations and Maintenance Contracts. The System Control Segment
is composed of a Master Control Facility (MCF), and Backup Control
Facility (BCF), and associated Telemetry, Tracking and Command
Facilities (TTACs).

1.44. Terrestrial Network: As used herein, this term refers to the IRIDIUM
Communications System's Gateways.

1.45. Voice Encoding Algorithm: As this term is used in this Contract it
refers to the algorithm used to encode and decode analog voice to
and from compressed digital speech."

2. Amend Paragraphs D and E Article 2 DESCRIPTION OF WORK by adding a cross
reference to the applicable Section of Exhibit A so that in their entirety the
Paragraphs read as follows:

"D. Motorola shall provide the Pre-Commercial Service Warranty for
Gateway Equipment systems for which Conditional Acceptance occurs,
pursuant to the terms of the Gateway Equipment Purchase Agreement
(GEPA) under which such Gateway Equipment has been purchased, prior
to the Commercial Activation Date, as set forth in Section 6.0 of
Exhibit A hereto."

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E. Motorola shall provide the Gateway Technical Assistance Center
(GTAC) Services starting upon the later to occur of the commencement
by Iridium of the Commercial Activation Activities or April 1, 1998,
and ending on the Commercial Activation Date, as set forth in
Section 7.0 of Exhibit A hereto.

3. Add the following new paragraphs to Article 2 DESCRIPTION OF WORK:

"G. Motorola shall provide the Multiple GBS as set forth in Section 9.0
of Exhibit A hereto.

H. Motorola shall provide ECI as set forth in Section 10.0 of Exhibit A
hereto.

I. Motorola shall provide ICRS and MTLI as set forth in Section 11.0 of
Exhibit A hereto.

J. Motorola shall provide Messaging Improvements as set forth in
Section 12.0 of Exhibit A hereto.

K. Motorola shall provide Enhanced Emergency Call Handling as set forth
in Section 13.0 of Exhibit A hereto.

L. Motorola shall provide the * as set forth in Section 14.0 of
Exhibit A hereto."

4. Amend Article 4 DELIVERY SCHEDULE by adding the applicable cross
references to Sections of Exhibit A so that in its entirety the Article reads as
follows:

"A. Motorola shall perform the work required under Paragraphs A, B and C
of ARTICLE 2, DESCRIPTION OF WORK, and deliver the then-current
Gateway Design Package to Iridium, in accordance with the Milestone
performance schedule contained in Section 4 of Exhibit A hereto.

B. Motorola shall perform the work required under Paragraphs D, E and F
of ARTICLE 2, DESCRIPTION OF WORK, as set forth therein.

C. Motorola shall perform the work required under Paragraphs G through
L of ARTICLE 2, DESCRIPTION OF WORK, in accordance with the
Milestones in Sections 9, 10, 11, 12, 13 and 14 of Exhibit A
hereto."

* Information has been omitted and filed seperately with the
Commission pursuant to Rule 406 of the Securities Act of 1933.

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5. Amend Article 5 PRICE to provide pricing for the additional work set forth
in Paragraphs G through L of Article 2, DESCRIPTION OF WORK, so that in its
entirety the Article reads as follows:

"Iridium shall pay Motorola the following fixed prices (all payments shall
be made in United States dollars) for performance of the following work
under ARTICLE 2, DESCRIPTION OF WORK:

A. For performance of this Contract, exclusive of the work required
pursuant to Paragraphs D through L of Article 2 hereof, entitled,
"DESCRIPTION OF WORK" - one hundred sixty million dollars
($160,000,000).

B. Paragraphs D, E and F - Iridium shall either (i) transfer to
Motorola five thousand five hundred forty five (5,545) warrants, in
substantially the form attached hereto as Attachment 1, relating to
Class 1 interests in Iridium, or (ii) pay to Motorola the fixed
price of eighteen million nine hundred thousand dollars
($18,900,000).

C. Paragraph G - *

D. Paragraph H - *

E. Paragraph I - *, which amount includes * for the initial term of
the IIU Extended Maintenance as provided in Article 10.0 of this
Contract.

F. Paragraph J - *

G. Paragraph K - *

H. Paragraph L - *

6. Add the following new paragraphs to Article 6 PAYMENT:

"G. The amounts to be paid under Paragraphs C, D, E, F and G of ARTICLE
5 PRICE shall be paid in scheduled installments of principal and
interest, with interest accruing at the rate of * per annum
commencing on September 30, 1998, and accruing until paid. The
first installment of principal only, in the amount of $38,316,000
shall be due and payable on or before

* Information has been omitted and files seperately with the
Commission pursuant to Rule 406 of the Securities Act of 1933.

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September 30, 1998. The second installment of principal and interest
in the amount of $22,793,000 shall be due and payable on or before
June 30, 1999. The third installment of principal and interest in
the amount of $19,912,000 shall be due and payable on or before
September 30, 1999. The final installment of principal and interest
in the amount of $15,316,662 shall be due and payable on or before
December 31, 1999. Invoices shall be sent at least 30 days prior to
the payment due date. The foregoing installment payment amounts
assume that the installment payments are timely paid. In the event
that any installment is not timely paid, interest shall continue to
accrue at * per annum and the installment payment amount incurred
accordingly.

H. The amount to be paid under Paragraph H of ARTICLE 5 PRICE shall be
paid in accordance with the Milestone in Section 14 of Exhibit A
associated with such paragraph."

7. Amend Article 7 TITLE TRANSFER by changing its title to "DELIVERY, TITLE
TRANSFER, RISK OF LOSS." In addition, label the current text as Paragraph "A"
and add a new Paragraph B as follows:

"B. Shipping of all IIU Equipment Hardware will be *, with risk of
loss to such Hardware passing to Iridium at that point, and title
passing to Iridium following Final Acceptance pursuant to Section
11.5 of Exhibit A hereto."

8. Amend Article 10 WARRANTY by labeling the current text as Paragraph "A"
and labeling it "GATEWAY INTERFACE SPECIFICATION AND IRIDIUM GATEWAY SEGMENT
SPECIFICATION WARRANTY," and adding new Paragraphs B and C as follows:

"B. IIU Equipment Hardware and Software Warranty:

1. IIU Hardware Warranty:

a. For the IIU Equipment Hardware purchased hereunder
pursuant to Section 11.0 of Exhibit A hereto, Motorola
warrants that it has good title, free of all liens and
encumbrances, to such Hardware at the time set forth
herein for transfer of title to such items to Iridium,
and that such transfer will be effective to vest title
to such items in Iridium.

b. Motorola also warrants that such Hardware will be free
from defects in materials and workmanship during the one
(1) year period immediately following Conditional
Acceptance thereof as defined in Section 11.3 of Exhibit
A hereto. In the event that, during the

* Information has been omitted and files seperately with the
Commission pursuant to Rule 406 of the Securities Act of 1933.

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warranty period, a defect occurs in such Hardware,
Motorola, at its option, will promptly either repair or
replace such item and deliver such repaired or replaced
item to the Site. The repaired or replaced item shall be
subject to this warranty for the remaining term of this
warranty. Such action on the part of Motorola shall be
the full extent of Motorola's liability and Iridium's
exclusive remedy hereunder for Hardware defects. Any
item replaced will be deemed to be on an exchange basis,
and any item retained by Motorola through replacement
will become the property of Motorola upon shipment by
Motorola of the replacement item.

c. Iridium shall be responsible for the initial
identification and isolation of problems with such
Hardware. Iridium shall not remove or replace any
Hardware; such removal or replacement shall be
accomplished only by Motorola-authorized technicians.
UNAUTHORIZED REMOVAL, REPLACEMENT OR TAMPERING WITH
HARDWARE SHALL VOID THE WARRANTY.

2. IIU Equipment Software Warranty:

a. For any IIU Equipment Software which is licensed to
Iridium pursuant to Article 12, Paragraph B.1a of this
Contract, Motorola warrants that it either owns, or has
a license with the right to sublicense to Iridium, such
Software at the time of the issuance of the Software
license hereunder, and that the Software license is
effective to grant to Iridium the right to use such
Software as set forth in such license.

b. Motorola also warrants that the Software licensed to
Iridium pursuant to this Contract will be free from
Service Affecting or Performance Affecting Software
Defects during the one (1) year period immediately
following Conditional Acceptance thereof as defined in
Section 11.3 of Exhibit A hereto. In the event of any
such Software malfunction, Iridium shall immediately
notify Motorola of the malfunction. Motorola will
provide such service as is necessary to eliminate
Service Affecting or Performance Affecting Software
Defects as soon as is practicable.

c. Iridium shall be responsible for initial diagnosis and
isolation of Software Defects.

d. Motorola will provide all labor at a Motorola-authorized
repair depot necessary to correct any Service Affecting
or Performance Affecting Software Defects for the full
warranty period without charge to Iridium.

e. THIS SOFTWARE WARRANTY APPLIES TO THE SOFTWARE ONLY IN
THE FORM PROVIDED BY MOTOROLA. Modifications, attempted
modifications or additions to such Software

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by any party other than Motorola, or its subcontractor
or designee, shall terminate the obligations of Motorola
under this warranty.

3. The warranties in Subparagraphs 1 and 2 of Paragraph B of this
article do not cover defects, damage or malfunctions resulting
from:

a. Use of such items in other than their normal, customary
and intended manner.

b. Misuse, accident, neglect, or environmental or Site
conditions not conforming to the specifications provided
to Iridium pursuant to this Contract for such items.

c. Unauthorized alterations or repairs to such items, use
of unapproved parts in or with such items, or the
combination or interfacing of such items in a manner not
approved by Motorola.

d. An excusable delay, as that term is defined in the
article hereof entitled "Excusable Delays."

e. Installation, optimization, or movement of such items
from their original installation site by anyone not
authorized by Motorola to do so.

f. Failure of any equipment or other items not supplied by
Motorola under this Agreement.

g. Failure to maintain such items pursuant to
Motorola-provided operation and maintenance requirements
provided to Iridium pursuant to this Contract.

h. Damage which occurs during shipment of any item from
Iridium to Motorola or the Motorola-designated repair
depot.

4. The warranties in Paragraph B of this article of the items
purchased and/or licensed hereunder are extended by Motorola
only to Iridium or its authorized assignee.

5. THE WARRANTIES IN PARAGRAPH B OF THIS ARTICLE ARE GIVEN IN
LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ALL OF WHICH
OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL MOTOROLA
OR ITS SUPPLIERS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL
OR CONSEQUENTIAL DAMAGES, PROVIDED, HOWEVER, THAT IF THE LAW
APPLICABLE TO THIS AGREEMENT DOES NOT PERMIT SUCH DAMAGES TO
BE COMPLETELY DISCLAIMED, THIS CLAUSE SHALL BE INTERPRETED AS
NECESSARY TO GIVE MOTOROLA AND ITS SUPPLIERS THE FULL BENEFIT
OF ANY

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DISCLAIMER OR LIMITATION OF SAID DAMAGES TO THE FULL EXTENT
PERMITTED UNDER SUCH LAW.

6. If any Hardware or Software claimed to be defective and
therefore subject to the warranties in this article is not
defective or is otherwise not subject to the warranties in
this article, Motorola shall promptly notify Iridium of such
fact. Unless otherwise instructed by Iridium, Motorola shall
return such item to Iridium, and Iridium shall pay all of
Motorola's expenses with regard to such items in accordance
with Motorola's then current rates and terms for such
services. Further, any other expenses, including without
limitation, reasonable travel expenses, incurred by Motorola,
shall be paid by Iridium in accordance with Motorola's then
current rates and terms for such services.

C. Extended Maintenance of IIU:

1. Motorola shall provide IIU Extended Maintenance (IIU-EM) to
Iridium beginning at Conditional Acceptance of the IIU as
defined in Section 11.3 of Exhibit A hereto and ending on *.
IIU-EM shall consist of the following indivisible components:

a. Software Maintenance Program (SMP)

b. IIU Hardware Repair and Related Services

c. Gateway Technical Assistance Center (GTAC); GTAC support
will not be available prior to *.

2. No later than sixty (60) days prior to the conclusion of the
initial term of the IIU-EM, Iridium shall provide Motorola
with written notice if Iridium desires to extend the term for
an additional *. Within thirty (30) days following
commencement of the extended term, and receipt of Motorola's
invoice, Iridium shall pay Motorola *.

3. Software Maintenance Program (SMP) The SMP for the IIU is
comprised of the following:

a. Current Release Maintenance (Defect Resolution)

(i) Iridium will be responsible for the initial
diagnosis and isolation of reproducible Software
Defects. In the event of any such Software Defect,
Iridium shall notify Motorola promptly of the
Software Defect through the Gateway Technical
Assistance Center (GTAC) and characterize the
nature of the defect.

(ii) When a Software Defect is reported by Iridium,
Motorola will assign the concern as Service
Affecting, Performance Affecting or Bothersome
taking into account the information provided by
Iridium.

* Information has been omitted and files seperately with the
Commission pursuant to Rule 406 of the Securities Act of 1933.

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(iii) Motorola shall provide such service as is
necessary to correct Software Defects in
accordance with the applicable published generic
specifications on a priority basis according to
the assigned severity of the problem.

(iv) Motorola shall, if necessary, work with the
appropriate subsystem suppliers to seek corrective
action. Depending on the severity of the problem,
the solution may be: a) a Software Patch, b) a
procedural "work-around," c) the inclusion of
corrective action in a Point Release, d) inclusion
of corrective action in a future Major Release, or
e) a combination of the foregoing methods.

(v) Iridium will perform the installation of Software
Patches, Point Releases, and Major Releases. The
GTAC shall be available to consult with Iridium
during the loading of Software. Any Motorola
performed on-site loading of Software Patches,
Point Release Software, and Major Release Software
is subject to an additional charge.

(vi) Motorola shall track all of the open problems and
work with the subsystem suppliers and Iridium to
reach closure.

(vii) Motorola shall support the current Major Release
installed on the IIU Equipment, but shall have no
responsibility to support prior releases.

b. Software Release Evolution

(i) Motorola shall collaborate with the subsystem
suppliers to plan the periodic evolution of
Software Major Releases. Motorola shall exert
commercially reasonable efforts to solicit
Iridium's recommendations on desired changes to
Software when planning Major Releases.

(ii) The GTAC shall be available to consult with
Iridium during the loading of Software. On-site
loading of Major Release Software by Motorola is
subject to an additional charge.

c. Other SMP provisions

(i) During the term of IIU-EM, all Major Releases,
Point Releases, Software Patches and standard
features shall be provided to Iridium. Iridium
shall install such Software promptly upon receipt.
The GTAC will be available to provide reasonable
support to the IIU operator as may be required
during such software installation.

(ii) The SMP includes the Software Right-to-Use
Licenses for Software releases beyond the Initial
Program Load. Right-to-

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Use Licenses for added cost features
will be granted upon payment for those features.

(iii) Hardware modifications to accommodate Software
provided to Iridium under SMP may be required from
time to time. Motorola shall specify such
requirements at the time such Software is made
available. In the event that Hardware
modifications become necessary to accommodate
Software provided under SMP, Motorola or its
designee shall provide such Hardware modifications
to Iridium. Such Iridium unique Hardware
modifications shall be provided at Motorola's
expense up to a cumulative limit of *. Iridium
shall pay all costs in excess of that amount
associated with such Hardware modifications.

(iv) SMP applies only to the Software as supplied or
modified by Motorola. Modifications, attempted
modifications, or additions to the Software by
Iridium or by any party other than Motorola are a
breach of the Software License and will void all
obligations of Motorola under this Program.

(v) Iridium shall provide to Motorola or its designee,
at no charge, access to such telecommunications
equipment needed to establish a data communication
link for use of remote diagnosis maintenance of
the IIU Software.

4. IIU Equipment Hardware Repair Program And Related Services

a. Hardware Repair

(i) Iridium will be responsible for the initial
diagnosis and isolation of reproducible IIU
Equipment Hardware malfunctions. Iridium shall
store any on-site IIU Equipment spares at the Site
in a manner that makes such spares readily
accessible by Motorola. Iridium may at its option
consult with the GTAC regarding IIU Equipment
Hardware problems.

(ii) Motorola shall replace or repair at its option,
malfunctioning IIU Equipment Hardware. Replacement
Hardware may be newly manufactured equipment or
re-manufactured equipment which shall perform to
new equipment standards.

(iii) Motorola will use commercially reasonable efforts
to repair or replace any malfunctioning IIU
Equipment Hardware with functioning Hardware as
soon as practicable following notification of the
malfunction from Iridium.

b. Related Services

(i) Where the reported problem does not result in a
Hard Failure which can be corrected through
replacement of the IIU Equipment Hardware,
Motorola shall work with the subsystem

* Information has been omitted and files seperately with the
Commission pursuant to Rule 406 of the Securities Act of 1933.

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supplier to seek resolution. Motorola shall assign
the concern as Service Affecting, Performance
Affecting or Bothersome. Response cycle times
requiring any IIU Equipment Hardware
redesign-based corrective actions will be unique
to the individual Hardware in question and will be
determined in collaboration with the Hardware
supplier.

(ii) Motorola will also assist Iridium in expediting
the procurement of new replacement IIU Equipment
Hardware to address emergencies and other cases of
non-routine IIU Equipment Hardware failures. In
these cases, Iridium shall disclose if the
Hardware failure is outside the scope of the
IIU-EM program. In such event, Iridium shall
purchase new Hardware. Iridium shall pay Motorola
the then prevailing prices for the newly purchased
Hardware within 30 days of receipt of Motorola's
invoice.

(iii) Motorola will coordinate the performing of field
Hardware upgrades (i.e., Field Change Orders) as
recommended and defined by the IIU Hardware
suppliers. This will include coordinating the
process to upgrade or replace equipment currently
part of the operating IIU as well as upgrading any
spares held in the Iridium inventory. This service
will include providing the supplier's upgrade
information, if applicable, and coordinating the
installation of such upgrades by the Hardware
supplier. Iridium is responsible for the purchase
of any parts provided and the fees for the
Hardware supplier to perform the upgrades and
installations.

5. IIU-EM Coverage Exclusions:

a. IIU Equipment Hardware that is malfunctioning due to
reasonable and customary wear from normal and regular
use will not be covered by IIU-EM, but at Iridium's
option, and if the unit is repairable, may be repaired
at an additional charge.

b. Motorola shall have no responsibility to repair or
replace IIU Equipment Hardware which has been repaired
in an unauthorized manner or which has had the bar code,
serial number, or other identifying mark modified,
removed or obliterated through action or inaction of
anyone other than Motorola or Motorola's designees.

c. Motorola shall have no obligation to repair or replace
items when such repair or replacement is necessitated by
the following:

(i) Use of the IIU Equipment in other than its normal
and customary manner.

(ii) Misuse, accident, neglect, improper storage, or
environmental or Site conditions not conforming to
the specifications provided to Iridium pursuant to
this Contract for the IIU Equipment.

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(iii) Unauthorized alterations or repairs, use of
unapproved parts in the products or the
combination or interfacing of the IIU Equipment,
in each case in a manner not approved by Motorola.

(iv) An excusable delay, as that term is defined in the
article hereof entitled "Excusable Delays."

(v) Movement and/or reinstallation of the IIU
Equipment by anyone not authorized by Motorola.

(vi) Use of the IIU Equipment not in accordance with
Motorola standards and guidelines for such
equipment that are provided to Iridium pursuant to
this Contract.

(vii) Failure of any items not provided by Motorola
under this Contract.

(viii)Failure of Iridium to maintain the IIU Equipment
in accordance with applicable maintenance
procedures provided to Iridium pursuant to this
Contract.

(ix) *

6. Gateway Technical Assistance Center

a. The GTAC will be available to provide Iridium with
telephone-based technical consultation 7 days per week,
24 hours per day. The GTAC staff will follow Motorola
established procedures for IIU Equipment problem
logging, reporting, tracking, escalation, and closure.
All calls and written or electronic correspondence will
be transacted in the English language. Iridium will pay
telephone charges for calls to the GTAC. Motorola will
pay telephone charges for calls returned to the IIU
operator on duty.

b. The GTAC staff will operate in real-time to aid the IIU
operator to confirm problem isolation and
troubleshooting.

c. Problems which cannot be directly resolved by the GTAC
staff will be referred to subsystem suppliers. Motorola
shall assign the concern as Service Affecting,
Performance Affecting or Bothersome.

d. Problems reported through the GTAC will be tracked,
compiled, and analyzed in terms of trend analysis and
quality metrics tracking.

e. The GTAC staff will also provide assistance to the IIU
operator during the Iridium-performed installation of
new Software releases. This assistance will include, but
is not limited to, the designation of loading and
back-out provisions."

9. Add a new Article 12 as follows and renumber all subsequent Articles
accordingly:

"12. ADDITIONAL INTELLECTUAL PROPERTY RIGHTS - IIU EQUIPMENT

* Information has been omitted and files seperately with the
Commission pursuant to Rule 406 of the Securities Act of 1933.

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THE PROVISIONS OF THIS ARTICLE SHALL APPLY ONLY TO WORK PERFORMED
UNDER SECTION 11.0 OF EXHIBIT A HERETO.

A. PATENT INDEMNITY

1. Subject to the limitations contained or referred to herein,
Motorola will defend at its own expense, any claim, suit or
proceeding brought against Iridium on account of
Motorola-manufactured or provided equipment or the latest
unmodified release of software supplied by Motorola to Iridium
under this Contract (defined herein as "Motorola
Equipment/Software"), for infringement of any valid and
enforceable United States patent. In responding to such claim,
suit or proceeding Motorola shall have the option of settling
or resolving such claim, suit, or proceeding by any one or
more of the following:

a. procuring for Iridium the right under such patent to
use, lease, or sell, as appropriate, the Motorola
Equipment/Software or infringing part thereof;

b. replacing the Motorola Equipment/Software or infringing
part thereof;

c. modifying the Motorola Equipment/Software or part
thereof so as not to infringe; or,

d. paying any settlement or any final judgment entered by a
court of competent jurisdiction against Iridium on such
infringement defended by Motorola.

2. Iridium agrees that Motorola shall be relieved of the
foregoing obligations if Iridium fails to notify Motorola
promptly in writing of any such claim, suit or proceeding, and
at Motorola's expense, to cooperate with, and to give Motorola
complete information and assistance to mitigate, settle and/or
defend any such claim, suit or proceeding. In the event that
the actual liability of Motorola as a consequence of a claim,
suit or proceeding or a combination of claims, suits or
proceedings in a particular country exceeds * of the actual
income derived by Iridium from operation of the IRIDIUM
Communications System, including ICRS, in such country, then
Iridium shall cooperate with Motorola to mitigate Motorola's
liability, including either terminating service in such
country or releasing Motorola from any obligation for
liability for patent infringement in such country in excess
of the aforesaid percentage of Iridium's income in such
country .

3. Motorola shall have no liability for any infringement arising
from:

a. the combination of the Motorola Equipment/Software or
any part thereof with any other product or service not
furnished by Motorola, unless such combination was made
Motorola, or

b. the modification of the Motorola Equipment/Software or
any part thereof unless such modification was made by
Motorola; or

* Information has been omitted and files seperately with the
Commission pursuant to Rule 406 of the Securities Act of 1933.

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c. a patent of a country other than the United States.

4. Subject to all the provisions of this Article 12, Motorola's
entire liability hereunder, including liability for attorneys'
fees, costs, adverse judgments and other compliance with the
provisions hereof, shall be limited to the amount Iridium paid
Motorola for the particular items found to infringe.
Furthermore, Motorola's entire liability under this Article 12
shall be subject to the overall limitation of liability under
Article 15, LIMITATION OF LIABILITY.

5. Motorola shall not be liable for any costs or expenses
incurred pursuant to this Article without Motorola's written
authorization. MOTOROLA SHALL IN NO EVENT BE LIABLE FOR LOSS
OF USE OR FOR INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL
DAMAGES, WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER
CAUSE OF ACTION. THE FOREGOING STATES THE ENTIRE WARRANTY BY
MOTOROLA AND THE EXCLUSIVE REMEDY OF IRIDIUM, WITH RESPECT TO
ANY ALLEGED PATENT INFRINGEMENT BY THE MOTOROLA
EQUIPMENT/SOFTWARE OR ANY PART THEREOF OR ANY OTHER PRODUCT
DELIVERED BY MOTOROLA TO IRIDIUM UNDER THIS CONTRACT.

6. Iridium shall indemnify, defend and hold Motorola harmless
against any expense, judgment, or loss for infringement of any
patents, copyrights or trademarks which results from
Motorola's compliance with Iridium's designs, specifications,
or instructions.

7. Except as specifically provided by Article 11, INTELLECTUAL
PROPERTY RIGHTS, and Article 12, ADDITIONAL INTELLECTUAL
PROPERTY RIGHTS - IIU EQUIPMENT, and any other written
agreements between the parties, no sale or lease hereunder
shall convey any license by implication, estoppel, or
otherwise to Iridium under any proprietary rights, copyrights,
or patent rights of Motorola or its suppliers.

B. COMPUTER SOFTWARE AND DOCUMENTATION

1. To the extent computer Software and documentation delivered
under this Contract is proprietary to either Motorola or its
suppliers or licensor, such items shall be provided as
Proprietary Information under ARTICLE 16, DISCLOSURE AND USE
OF INFORMATION BY THE PARTIES. Notwithstanding any other
provisions of this Contract, the ownership and title to
copyrights in computer programs and related documentation
that may be delivered to Iridium by Motorola in accordance
with this Contract shall remain in Motorola or Motorola's
licensor.

a. Motorola hereby grants to Iridium, with respect to
Software and related documentation delivered in written
or magnetic or optical form

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under the Contract as part of the IIU Equipment, a
paid-up, nonexclusive, non-transferable license with
respect to such software and documentation, to use or
have used on Iridium's behalf soley for the operation
and maintenance of the IIU Equipment supplied by
Motorola and direct replacements thereto whether
manufactured by Motorola or not.

b. Motorola shall provide one backup copy of the IIU
Software to Iridium for retention in a secure area in
case a working copy is destroyed or damaged.

c. Iridium has no right to copy or have copied or modify
software that is (i) not supplied in written form or on
optical or magnetic media, or (ii) not supplied as a
part of the IIU Equipment or (iii) embedded as firmware
in any equipment delivered by Motorola.

d. Iridium agrees not to reverse compile or disassemble any
Software.

e. The term of the license granted pursuant to this
Paragraph B shall coincide with the term of the IIU-EM.

C. DISCLAIMER

Except for the rights expressly granted in Article 12, Paragraph B
above, nothing contained in this Contract shall be deemed to grant,
either directly or by implication, any license under any
intellectual property, including without limitation any inventions,
patents, patent applications, copyrights, or trade secrets of
Motorola or its suppliers. In addition, nothing contained in this
Contract shall be construed as conferring on the other party any
license or right with respect to any trademark, trade or brand name,
a corporate name of either party or of any of their respective
affiliates and subsidiaries, or any name or mark, or contraction,
abbreviation, or simulation thereof."

10. Amend Article 14 DEFAULT BY IRIDIUM (previously numbered Article 13) by
adding the following at the end of Paragraph C:

"Iridium shall not be entitled to receive the intellectual property
license specified in the Article herein entitled ADDITIONAL INTELLECTUAL
PROPERTY RIGHTS - IIU EQUIPMENT."

11. Add a new article as follows:

"ARTICLE 30. INDEMNITY

During the term of this Contract, the parties shall indemnify, defend and
hold harmless each other and their respective suppliers, together with the
officers, agents and employees of the foregoing, of, from, for and against
any and all loss, damage, expense, judgment, lien, suit,

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cause of action, demand or liability for personal injury, including death,
or property damage, which may be alleged against or imposed on or incurred
by one party to the extent caused by the gross negligence or willful
misconduct of the other party, its agents, suppliers, or employees during
the performance of any work hereunder. The indemnifying party shall, at
its sole expense, defend any suit based upon a claim or cause of action
and satisfy any judgment that may be rendered against the other resulting
therefrom, provided that the indemnifying party shall be given (i) prompt
notice of any such claim or suit; and (ii) full opportunity to defend such
suit. The indemnified party may, at its election, participate in the
defense and shall cooperate fully in defending any claim or suits. The
indemnifying party shall pay all costs, expenses, and reasonable
attorneys' fees incurred by the offended party in connection with any such
claim or suit or in enforcing this indemnity provision. This indemnity
shall not apply to any liability arising out of Environmental Hazards. Any
such liability shall be exclusively subject to the provisions of the
article hereof entitled "Liability for Environmental Harm."

12. Add a new article as follows:

"ARTICLE 31. LIABILITY FOR ENVIRONMENTAL HARM

A. Motorola shall indemnify, defend and hold Iridium harmless of, from,
for and against any and all liabilities, penalties, fines,
forfeitures, demands, damages, losses, claims, causes of action,
suits, judgments, and costs and expenses incidental thereto
(including court costs, cost of defense, settlement, and reasonable
attorneys' fees), which Iridium may hereafter suffer, incur, be
responsible for or disburse as a result of:

1. any governmental action, order, directive, administrative
proceeding or ruling;

2. personal or bodily injuries (including death) or damage
(including loss of use to any property (public or private);

3. cleanup, remediation, investigation or monitoring of any
pollution or contamination of, or adverse effects on, human
health or the environment; or,

4. any violation or alleged violation of laws, statutes,
ordinances, orders, rules or regulations of any governmental
entity or agency; directly or indirectly caused by or arising
out of any Environmental Hazards existing on or about a site
which are directly and solely caused by or are directly and
solely the result of the actions or inactions of Motorola
during the performance of the work hereunder, regardless of
whether such actions or inactions would constitute negligence.
Environmental Hazards means the generation, storage,
treatment, existence, or disposal of any hazardous substances
or hazardous wastes, including but not limited to any

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pollutants, asbestos, lead, solvents or other chlorinated
hydrocarbons, polychlorinated biphenyl's (PCBs), and petroleum
or other fuels (including crude oil or any fraction or
derivative thereof). Motorola's liability and indemnity
obligation under this Paragraph A with regard to any
individual site shall cease upon acceptance of the equipment
at that site, except with regard to any Environmental Hazards
for which Motorola may be responsible concerning which
Motorola has received written notice from Iridium not later
than ten (10) days after such acceptance. Iridium hereby
releases Motorola from any and all other liability for
Environmental Hazards of any kind whatsoever in any way
arising from or related to this Contract and the work to be
performed hereunder.

B. Iridium shall indemnify, defend and hold Motorola harmless of, from,
for and against any and all liabilities, penalties, fines,
forfeitures, demands, damages, losses, claims, causes of action,
suits, judgments, and costs and expenses incidental thereto
(including court costs, cost of defense, settlement, and reasonable
attorneys' fees), which Motorola may hereafter suffer, incur, be
responsible for or disburse as a result of:

1. any governmental action, order, directive, administrative
proceeding or ruling;

2. personal or bodily injuries (including death) or damage
(including loss of use) to any property (public or private);

3. cleanup, remediation, investigation or monitoring of any
pollution or contamination of, or adverse effects on, human
health or the environment; or,

4. any violation or alleged violation of laws, statutes,
ordinances, orders, rules or regulations of any governmental
entity or agency; directly or indirectly caused by or arising
out of any Environmental Hazards existing on or about a site
prior to the commencement of the work to be performed
hereunder, or which are caused by or are the result of the
actions or inactions of Iridium or any other person or party
(other than Motorola) after commencement of the work to be
performed hereunder, regardless of whether such actions or
inactions would constitute negligence. Without limiting the
generality of the foregoing, Iridium's indemnification
provided by this Paragraph B shall specifically cover costs
incurred in connection with any investigation of site
conditions or any cleanup, remediation, removal, or
restoration work required by any governmental agency or
authority because of:

1. Environmental Hazards present or suspected to be present in
the soil, groundwater, or soil vapor on or under the site;

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2. Environmental Hazards that migrate, flow, percolate, diffuse,
or in any way move onto or under the site; or,

3. Environmental Hazards present on or under the site as a result
of any discharge, dumping, spilling (accidental or otherwise)
on the site.

Environmental Hazards means the generation, storage, treatment,
existence, or disposal of any hazardous substances or hazardous
wastes, including but not limited to any pollutants, asbestos, lead,
solvents or other chlorinated hydrocarbons, polychlorinated
biphenyl's (PCBs), and petroleum or other fuels (including crude oil
or any fraction or derivative thereof).

C. Motorola shall have no responsibility to operate, nor shall Iridium
make any claim that Motorola was the operator of, the items
purchased hereunder after acceptance thereof."

13. Delete Exhibit A, including Appendices A, B, and C thereto, in its
entirety and substitute the attached new Exhibit A.

14. The TNDC, as amended by Amendments Nos. 1 and 2, and this Amendment No. 3,
constitutes the entire agreement between the parties, and except as specifically
amended by the Amendments, all provisions of the TNDC remain in full force and
effect.

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 3 to
the TNDC effective this 20th day of June, 1997.

IRIDIUM LLC MOTOROLA, INC.

By: /s/ F. THOMAS TUTTLE By: /s/ BARRY BERTIGER
---------------------------- -------------------------------
Typed Tom Tuttle Typed Barry Bertiger
---------------------------- -------------------------------
V.P. & General Counsel Corp. V.P. & Gen. Mgr.
---------------------------- -------------------------------
Satellite Communications Group
-------------------------------

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THE IRIDIUM(R)
TERRESTRIAL NETWORK DEVELOPMENT

EXHIBIT A

STATEMENT OF WORK

FOREWORD

This document contains the scope of work to be performed by the Satellite
Communications Division (SATCOM) of Motorola, Inc. (Motorola) located in
Chandler, Arizona under the Terrestrial Network Development Contract with
Iridium LLC located in Washington, D.C. The work in this document includes
the non-recurring engineering design, development and test efforts associated
with the IRIDIUM Gateway Equipment which will be sold by Motorola under
separate contracts with Gateway Operators.

- -------------------

IRIDIUM is registered trademark and service mark of Iridium LLC.

23
MOTOROLA CONFIDENTIAL PROPRIETARY

TABLE OF CONTENTS

SECTION TITLE PAGE
- -----------------------------------------------------------------------------------------------------------------------

1.0 BACKGROUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2.0 SCOPE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2.1 ADDITIONAL SCOPE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

3.0 TERRESTRIAL NETWORK DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

3.1 FUNCTIONAL OBJECTIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

3.1.1 SERVICE AND FUNCTIONAL CAPABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

3.1.2 GATEWAY EQUIPMENT OPERATIONAL FUNCTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

3.2 GATEWAY EQUIPMENT PERFORMANCE OBJECTIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

3.2.1 CALL PROCESSING PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

3.2.2 RF AND MODEM PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

3.2.3 OA&M PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

3.2.4 IRIDIUM BUSINESS SUPPORT SYSTEM INTEGRATION SUPPORT . . . . . . . . . . . . . . . . . . . . . . . 7

3.3 MONITORING DEVELOPMENT PROGRESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

3.4 TEST DOCUMENTATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

4.0 MILESTONE DESCRIPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

TABLE 4.0-1 TNPC MILESTONES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

4.1 SUBSYSTEM ACCEPTANCE TESTING (MILESTONES 1 THROUGH 4) . . . . . . . . . . . . . . . . . . . . . . 9

4.1.1 MILESTONE 1 - GATEWAY SWITCHING CENTER SR4 SUBSYSTEM ACCEPTANCE TEST . . . . . . . . . . . . . . 10

4.1.2 MILESTONE 2 - EARTH TERMINAL CONTROLLER (ETC) SUBSYSTEM ACCEPTANCE TEST . . . . . . . . . . . . . 10

4.1.3 MILESTONE 3 - OMC-G SUBSYSTEM ACCEPTANCE TEST . . . . . . . . . . . . . . . . . . . . . . . . . . 11

4.1.4 MILESTONE 4 - MESSAGING SUBSYSTEM ACCEPTANCE TEST . . . . . . . . . . . . . . . . . . . . . . . . 11

4.2 TNDC DEMONSTRATIONS (MILESTONES 5 THROUGH 8) . . . . . . . . . . . . . . . . . . . . . . . . . . 12

4.2.1 MILESTONE 5- GATEWAY TEST LAB DEMONSTRATION - Release 1 . . . . . . . . . . . . . . . . . . . . 12

4.2.2 MILESTONE 6 - GATEWAY ACCEPTANCE TEST PROCEDURES - RELEASE 1 . . . . . . . . . . . . . . . . . .

4.2.3 MILESTONE 7 - GATEWAY/SYSTEM DEMONSTRATION - RELEASE 1 . . . . . . . . . . . . . . . . . . . . . 13

4.2.4 MILESTONE 8 - GATEWAY TEST LAB DEMONSTRATION - RELEASE 2 . . . . . . . . . . . . . . . . . . . . 14

4.3 GATEWAY DESIGN PACKAGES (MILESTONES 9 AND 10) . . . . . . . . . . . . . . . . . . . . . . . . . . 15

4.3.1 BSP-G0001.GWS, IRIDIUM GATEWAY SEGMENT SPECIFICATION . . . . . . . . . . . . . . . . . . . . . . 15

4.3.2 GATEWAY INTERFACE SPECIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

4.3.3 DEVELOPMENT PROCUREMENT PACKAGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

- ------------------------------

24
MOTOROLA CONFIDENTIAL PROPRIETARY

4.3.4 GATEWAY SYSTEM OPERATIONS, ADMINISTRATION AND MAINTENANCE (OA&M) MANUALS . . . . . . . . . . . . 16

4.3.5 GATEWAY TRAINING MATERIALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

4.3.6 GATEWAY DEVELOPMENT VERIFICATION PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

4.3.7 GATEWAY PRODUCT DESCRIPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

4.3.8 GATEWAY CUSTOMER ACCEPTANCE TEST PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

4.3.9 GENERIC GATEWAY FACILITIES DESIGN PACKAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

5.0 PROGRAM MANAGEMENT OBJECTIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

6.0 PRE-COMMERCIAL SERVICE WARRANTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

7.0 GTAC SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

8.0 COMMERCIAL ACTIVATION ACTIVITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

9.0 MULTIPLE-GBS CONFIGURATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

10.0 ENHANCED CALL INTERCEPT (ECI) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

11.0 IRIDIUM CELLULAR ROAMING SERVICE (ICRS)/MESSAGING TELEPHONY LOCATION INTERWORKING (MTLI) . . . . 38

12.0 MESSAGING IMPROVEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

13.0 ENHANCED EMERGENCY CALL HANDLING (EECH) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

14.0 * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

- ----------------------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

25
MOTOROLA CONFIDENTIAL PROPRIETARY

APPENDICES

A. GATEWAY TNDC PERFORMANCE OBJECTIVES

B. DESCRIPTION OF IRIDIUM SERVICES

C. DESCRIPTION OF GATEWAY MANAGEMENT FUNCTIONAL AREAS

26
MOTOROLA CONFIDENTIAL PROPRIETARY

1.0 BACKGROUND

The Terrestrial Network Development Contract (TNDC) is a
contract under which Motorola SATCOM will complete the
development and testing of the detailed design for a specific
portion (Gateway Equipment) of the IRIDIUM Communications
System. It does not include the IRIDIUM Business Support System
(previously known as the Network Management Support System)
functionality or equipment. It is understood that at the date
of contract award, Gateway Equipment development progress has
been made in the areas of detailed planning, requirements
generation and analyses, supplier selection and high level
design for some areas of functionality.

2.0 SCOPE

The Terrestrial Network Development (TND) is for a set of
tasks to specify, design, develop, integrate and test specific
hardware and software of the IRIDIUM Gateway Equipment.

Tasks related to the TND effort include:

A. Develop detailed functional, technical and operating
requirements from higher level requirements as expressed in the
TND Functional and Performance Objectives, Appendix A, the
Description of IRIDIUM Services, Appendix B and the OA&M
capabilities described in Appendix C.

B. Develop the design for Gateway Equipment hardware.

C. Develop the design for Gateway Equipment software.

D. Document the design effort such that the design can be
reviewed between SATCOM and Iridium, Inc. as work progresses and
such that the design effort culminates in deliverable
documentation identified as the Gateway Design Package.

E. Develop and test the software of the Gateway Equipment.

F. Integrate and test the Gateway Equipment software and
hardware using a laboratory test environment. It is expected
the laboratory environment will be used by Motorola after the
completion of the TND for support and future development.

G. Demonstrate that the Gateway Equipment design meets the
requirements of the TND Functional and Performance Objectives as
identified in Appendix A, the Description of IRIDIUM Services
found in Appendix B and the OA&M capabilities as described in
Appendix C.

H. Deliver the Gateway Design Package to Iridium.

27
MOTOROLA CONFIDENTIAL PROPRIETARY

2.1 ADDITIONAL SCOPE RELATING TO COMMERCIAL ACTIVATION ACTIVITIES

In addition to the tasks set forth in Section 2.0 above,
Motorola's performance hereunder shall include providing the
Pre-Commercial Service Warranty, providing the GTAC Services,
performing Technical Trials, providing the Operations Data
Network (ODN), and supporting other activities related to
Commercial Activation, (e.g., Operational Trial; Gateway
Commissioning; Subscriber Trials; Implementation, Testing and
Activation of Release 3 into the Gateway Equipment).

2.2 ADDITIONAL SCOPE RELATING TO TERRESTRIAL NETWORK IMPROVEMENTS

In addition to the tasks set forth in Sections 2.0 and 2.1
above, Motorola's performance hereunder shall include providing
the Multiple GBS, ECI, ICRS and MTLI, Messaging Improvements,
Enhanced Emergency Call Handling and the LEA Solution.

3.0 TERRESTRIAL NETWORK DEVELOPMENT

3.1 FUNCTIONAL OBJECTIVES

The IRIDIUM Gateway design is based on digital cellular
technology and relies on the development of electrical
interfaces and signaling protocols for both fixed established
equipment and mobile IRIDIUM subscriber equipment. The Gateway
Equipment shall be designed to provide functions required for
the interconnectivity between the IRIDIUM Space System and the
terrestrial international wireline network through a peer level
interface with an international transit tandem switch. The
Gateway Equipment shall be designed to support interconnection
to different Public Switched Telephony Networks (PSTN) and
Integrated Services Digital Networks (ISDN) restricted to
signaling protocols according to the following:

The IRIDIUM Gateway Equipment shall be designed to provide the
access control and call processing functionality (including
collection of usage data to support network management and
billing) necessary to implement IRIDIUM telephony, bearer and
messaging services.

- ----------------------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. By its Order
Granting Approval pursuant to Rule 406, dated June 9, 1997, the
Commission granted confidential treatment.
28
MOTOROLA CONFIDENTIAL PROPRIETARY

3.1.1 SERVICE AND FUNCTIONAL CAPABILITIES

The IRIDIUM Gateway Equipment shall provide the following
service and functional capabilities. A detailed description of
the services supported by the Gateway Equipment design, to the
extent the Gateway equipment contributes to effecting such
services, can be found in Appendix B.

- - Basic Teleservices

-- Telephony (call processing, setup, control, tear down)

-- Emergency Calling 11 (using SIM card and valid subscription)

- - Basic Telephony Features

-- Voice Path Cut-Through

-- Transit Trunking

-- Supplemental Telephony Features (configurable capabilities)

-- VLR/HLR Restoration According to GSM Phase II

-- Intercept (basic)

-- EIR Node Functionality

-- Call offering Supplementary Services

Call Forwarding Unconditional (CFu)

Call Forwarding on Mobile Subscriber Busy
(CFb)

Call Forwarding on Mobile not reachable (CFNRc)

-- Call Restriction

- - Other Services

-- Support of Debit Card (refer to Appendix B for conditions)

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MOTOROLA CONFIDENTIAL PROPRIETARY

*
- - Messaging Services

-- Directed Messaging Service (DMS)

-- DMS Features and Supplementary Services

-- DMS Voice Messaging Supplementary Services

- - Telephony Voice - Messaging

- - Telephony Voice - Messaging Supplementary Services

*
- - Bearer Services

-- Automatic Facsimile (FAX)

- - Voice Supplementary Services

-- Community of Interest (Closed User Group)

-- Multi-Party

-- Call Waiting

-- Call Hold

-- Call Forwarding No Reply (CFnr)

- - Supplementary Telephony Services

-- Attach/Detach

-- Single IRIDIUM Number (Refer to Appendix B for restrictions)

3.1.2 GATEWAY EQUIPMENT OPERATIONAL FUNCTIONS

IRIDIUM Gateway operations, administration and maintenance (OA&M)
functions will be provided in the Gateway Equipment design. These
functions will include fault management, configuration management,
performance management, security management and accounting management.
In addition, gateway network element level management fucntions will
be provided for the ETC, switch and messaging sybsystems. The Gateway
OA&M equipment will be capable of interfacing with the IRIDIUM
Business Support System. Appendix C provides a description of the
Gateway management functional areas.

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MOTOROLA CONFIDENTIAL PROPRIETARY

3.2 GATEWAY EQUIPMENT PERFORMANCE OBJECTIVES

The Gateway Equipment performance attributes for Call Processing
and OA&M are identified in Appendix A. These attributes
represent the set of objectives which specify expected
performance of the Gateway Equipment when operated as an
integral part of the IRIDIUM Communications System. The
performance objectives fall into three categories: Call
Processing Performance, RF and Modem Performance, and OA&M
Performance.

3.2.1 CALL PROCESSING PERFORMANCE

The Gateway Equipment call processing performance attributes and
their values are identified in Table 1 of Appendix A.

Parameters specified represent only the
IRIDIUM Gateway contribution to the overall system time
parameters.

The Gateway Equipment will contain an implementation of a
proprietary transcoder algorithm. A data package will be
provided to Iridium, Inc. as Motorola proprietary data
containing voice encoder/decoder evaluation results.

3.2.2 RF AND MODEM PERFORMANCE

To demonstrate the RF and modem characteristics of the Gateway
equipment, Motorola will provide a data package containing test
data and results of earth terminal test performed for the Space
System. The tests would include:

- Ka-band link BER performance
- Ka-band link RF power control performance
- Satellite acquisition time
- SV-SV hand-off performance parameters
- Uplink and downlink RF frequency accuracy
- Maximum EIRP and EIRP stability
- Feeder link data rate

- G/T(derived)

- Antenna gain patterns for transmit and receive
frequencies.

Motorola understands that some of this data may be needed to
obtain licensing of the Gateway in certain countries and,
therefore, Motorola agrees to minimize the amount of proprietary
data included in the test reports.

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3.2.3 OA&M PERFORMANCE

The IRIDIUM Gateway Equipment Operations, Administration and
Maintenance (OA&M) performance parameters and their values are
identified in Table 2 of Appendix A.

3.2.4 IRIDIUM BUSINESS SUPPORT SYSTEM INTEGRATION SUPPORT

Motorola will support the integration of the Iridium developed
business system with Gateway equipment in the Gateway test
laboratory in Chandler, AZ. Motorola will provide reasonable
laboratory space and technical support for this activity, as
well as access to the operational Gateway subsystems.

3.3 MONITORING DEVELOPMENT PROGRESS

Through planned design reviews and test activities, Iridium,
Inc. will be able to monitor the TND progress. Duplication of
testing for the purposes of satisfying requirements of the TND
should be avoided. Iridium, Inc. will be afforded the
opportunity to attend Gateway Design Reviews and participate in
TND testing as described below. The test objectives of the TND
contract include verification through test and demonstration
that the IRIDIUM Gateway Equipment design meets the Functional
Objectives identified in Section 3.1, the Performance Objectives
outlined in Section 3.2 and as identified in Appendix A, the
services described in Appendix B and the OA&M capabilities
listed in Appendix C. The integrated Gateway Equipment will be
shown to function as an integral part of the IRIDIUM
Communication System. To accomplish the objectives, testing
will be performed at four levels. The first testing level is
subsystem acceptance testing. This testing will be performed to
verify that the suppliers have met the subsystem level
requirements. The second level of testing is performed at the
Gateway Equipment level by integrating and testing the
subsystems together as a functional entity. This level of
testing will be performed to verify that the Gateway segment
level requirements have been met and all interfaces external to
the Gateway have been verified. Simulation will be used for most
external interfaces. The third level of testing demonstrates
the Gateway Equipment in the Gateway test laboratory. This
level of testing introduces other system elements such as the
System Control Segment Control Facility, the Message Termination
Controller, and the ISU, which replace simulators in the Gateway
test laboratory. The objective of this testing is to integrate
the Gateway segment into the IRIDIUM Communications System in a
laboratory environment. The fourth and final level of testing
will be performed to demonstrate the integrated

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MOTOROLA CONFIDENTIAL PROPRIETARY

Gateway Equipment functions in the IRIDIUM Communications System
using on-orbit satellites as available.

3.4 TEST DOCUMENTATION

Test documentation will be developed by both the subsystem
suppliers and Motorola to describe the applicable test
processes. These documents will be made available to Iridium
for review at least 30 days prior to testing. Copies of
test reports will be provided to Iridium, Inc. within 30 days
following testing. Test procedure documents will contain
information which is used to verify or test functional
capabilities of the Gateway Equipment. These procedures will
contain information such as: test requirements specifications,
system under test scenarios, test plans, stimulus/response,
verification matrices, etc. Test acceptance documents will
contain the test procedures which will be executed. A pass/fail
criteria will be developed for the key performance
specifications. Iridium, Inc. will be offered the opportunity
to witness testing. Test report documents will contain the
results of the test effort. TND test efforts will include
supplier acceptance testing, lab testing, Beta Site
pre-acceptance testing, or demonstration testing. The test
reports will provide information as to the success and status of
the system under test including an action plan to correct
deficiencies or defects discovered during testing.

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MOTOROLA CONFIDENTIAL PROPRIETARY

4.0 MILESTONE DESCRIPTIONS

The contract milestone schedule is provided in Table 4.0-1.
These milestones will demonstrate tangible progress toward
implementation of the IRIDIUM Gateway Equipment design.
Description of the contract milestones and completion criteria
are provided below. Iridium, Inc. shall have the right to
challenge the assertion of Motorola that any milestone has been
completed in accordance with the stated criteria pursuant to
Article 6, PAYMENT, Subsection D.

TABLE 4.0-1. TNDC MILESTONES

- --------------------------------------------------------------------------------------------------------
MS DESCRIPTION SCHEDULED AMOUNT DUE
NO. COMPLETION DATE** (U.S. DOLLARS)
- --------------------------------------------------------------------------------------------------------

1 GSC SR4 Acceptance Test * *
- --------------------------------------------------------------------------------------------------------
2 Gateway ETC Basic Teleservices Acceptance Test * *
- --------------------------------------------------------------------------------------------------------
3 Gateway OMC-G Acceptance Test * *
- --------------------------------------------------------------------------------------------------------
4 Gateway Messaging Subsystem Acceptance Test * *
- --------------------------------------------------------------------------------------------------------
5 Gateway Test Lab Demonstration Release * * *
- --------------------------------------------------------------------------------------------------------
6 Gateway Acceptance Test Procedures Release * * *
- --------------------------------------------------------------------------------------------------------
7 Gateway/System Demonstration Release * * *
- --------------------------------------------------------------------------------------------------------
8 Gateway Test Lab Demonstration Release * * *
- --------------------------------------------------------------------------------------------------------
9 Gateway Design Package Release * * *
- --------------------------------------------------------------------------------------------------------
10 Gateway Design Package Release * * *
- --------------------------------------------------------------------------------------------------------
TOTAL $160,000,000
- --------------------------------------------------------------------------------------------------------
**The dates shown in the column titles "Scheduled
Completion Date" are those selected dates as of the
effective date of the TNDC and are subject to
adjustment as provided by ARTICLE 18, Excusable
Delays, of the Contract.
- --------------------------------------------------------------------------------------------------------

4.1 SUBSYSTEM ACCEPTANCE TESTING (MILESTONES 1 THROUGH 4)

Subsystem acceptance testing will be conducted with the
Motorola suppliers in accordance with Motorola approved
acceptance test procedures. In general, the acceptance testing
will occur at the subsystem supplier facility. Successful
completion will be based on completion of the test procedures
and establishment of an action plan

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MOTOROLA CONFIDENTIAL PROPRIETARY

to correct any deficiencies and defects detected during testing.
The four subsystem acceptance tests to be performed include the
Earth Terminal Controller (ETC), the Gateway Switching Center
(GSC), the Gateway Messaging System (GWMS) and the Operations
and Maintenance Center (OMC-G). The locations of the testing
are tentative and are subject to change to accommodate changes
in Motorola's development plans. Acceptance test procedures
(ATP) for each of the subsystem acceptance tests will be
provided to Iridium Inc. for review and comment no less than
thirty (30) days prior to the start of testing.

4.1.1 MILESTONE 1- GATEWAY SWITCHING CENTER SR4 SUBSYSTEM ACCEPTANCE TEST

Subsystem acceptance testing will be performed by the GSC
supplier. The acceptance testing is planned to be performed at
the SATCOM facility in Chandler, Arizona.

Siemens will test the Gateway Switching
Center SR4 release to ensure compliance with the Motorola
developed procurement specifications. This testing will be
related to Release * functionality. Acceptance criteria will be
defined in the ATP. Acceptance test procedures will be provided
by Siemens and approved by Motorola. The acceptance test
procedures will be provided to Iridium, Inc. for review prior
to testing.

COMPLETION CRITERIA

The milestone shall be deemed complete when GSC SR4 has been
tested to the satisfaction of Motorola and a corrective action
plan has been established for those items found to be
non-compliant with the ATP acceptance criteria. Iridium, Inc.
representatives shall be offered the opportunity to witness the
subsystem acceptance testing.

4.1.2 MILESTONE 2 - EARTH TERMINAL CONTROLLER (ETC) SUBSYSTEM ACCEPTANCE
TEST
The ETC subsystem acceptance test is scheduled to be
performed at the Motorola Scottsdale facility

*
This acceptance testing
will include previously accepted transmission (ETS),
communications (ECS) and management (OMC-R) subsystems.
Motorola will integrate the three subsystems and perform an ETC
level acceptance test. Motorola will test the Gateway Earth
Terminal Controller subsystem to ensure compliance with the

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MOTOROLA CONFIDENTIAL PROPRIETARY

Motorola developed specifications. Acceptance criteria will be
defined in the ATP. The acceptance test procedures will be
provided to Iridium, Inc. for review prior to testing.

COMPLETION CRITERIA

The milestone shall be deemed complete when the Gateway ETC has
been tested to the satisfaction of Motorola and a corrective
action plan has been established for those items found to be
non-compliant with the ATP acceptance criteria. Iridium, Inc.
representatives shall be offered the opportunity to witness the
subsystem acceptance testing.

4.1.3 MILESTONE 3 - OMC-G SUBSYSTEM ACCEPTANCE TEST

Subsystem acceptance testing will be performed by the OMC-G
supplier to *. This milestone is scheduled to be performed at
the SATCOM facility in Chandler, Arizona. Telespazio will test
the Gateway Operation and Maintenance Center subsystem to
ensure compliance with the Motorola developed procurement
specifications. * Acceptance criteria will be defined in the
ATP. The acceptance test procedures will be developed by the
supplier and approved by Motorola. The acceptance test
procedures will be provided to Iridium LLC. for review prior to
testing.

COMPLETION CRITERIA

The milestone shall be deemed complete when the OMC-G has been
tested to the satisfaction of Motorola and a corrective action
plan has been established for those items found to be
non-compliant with the ATP acceptance criteria. Iridium LLC.
representatives shall be offered the opportunity to witness
the subsystem acceptance testing.

4.1.4 MILESTONE 4 - MESSAGING SUBSYSTEM ACCEPTANCE TEST

Subsystem acceptance testing will be performed by Motorola using
equipment from the Gateway Messaging Subsystem (GWMS) and SCS
Messaging Subsystem (SCSMS) suppliers. The GWMS Message
Origination Controller (MOC) and the SCSMS Message Termination
Controller (MTC) subsystems will be integrated and tested as a
messaging infrastructure. The testing will be performed at the
Chandler facility. Motorola will test the integrated messaging
subsystems in accordance with the Motorola acceptance test
procedures. The subsystems include the MOC and the MTC. *.
The acceptance test

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MOTOROLA CONFIDENTIAL PROPRIETARY

procedures will be developed by Motorola. Acceptance criteria
will be defined in the ATP. The acceptance test procedures
will be provided to Iridium LLC for review prior to testing.

COMPLETION CRITERIA

The milestone shall be deemed complete when the integrated GWMS
MOC and SCSMS MTC have been tested to the satisfaction of
Motorola and a corrective action plan has been established for
those items found to be non-compliant with the ATP acceptance
criteria. Iridium LLC. representatives shall be offered the
opportunity to witness the subsystem acceptance testing.

4.2 TNDC DEMONSTRATIONS (MILESTONES 5 THOUGH 8)

Motorola will conduct * activities to fully demonstrate
the IRIDIUM Gateway Equipment design meets the Functional
Objectives of Section 3.1, the Performance Objectives of Section
3.2 and Appendix A, and supports both the Appendix B services as
well as the OA&M capabilities described in Appendix C. The
demonstrations include verification of Release * functionality
at the Gateway level in the Gateway test laboratory, in the
IRIDIUM Communications System using on-orbit assets as
available, and through successful execution of the
Release * Acceptance Test Procedures developed for the Gateway
purchaser's Gateway acceptance. *

*
The TNDC demonstration plan for each
demonstration milestone will be provided to Iridium LLC thirty
(30) days prior to commencement of the first demonstration test.
A demonstration test report will be provided to Iridium, Inc.
within thirty (30) days following the completion of each test.

4.2.1 MILESTONE 5 - GATEWAY TEST LAB DEMONSTRATION - RELEASE *

The demonstration verifies Release * functionality in
the Gateway test laboratory. For this demonstration, the
Gateway test laboratory will include

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MOTOROLA CONFIDENTIAL PROPRIETARY

COMPLETION CRITERIA

The milestone shall be deemed satisfactorily completed when the
integrated Gateway Equipment hardware and software designs have
been tested in accordance with the mutually agreed plan to
demonstrate they meet the Release * performance objectives of
Section 3.2 and Appendix A, the services as described in
Appendix B, and the OA&M capabilities described in Appendix C
with no service-affecting non-compliance. Classification of
non-compliance categories will be mutually agreed and documented
in the demonstration plan. Demonstration may be accomplished by
testing, simulation or analysis as mutually agreed. Motorola
will promptly provide a plant to correct any non-compliance
including a mutually acceptable scheduled retesting to
demonstrate correction. Iridium LLC representatives shall be
offered the opportunity to witness all demonstration activities.

4.2.2 MILESTONE 6 - GATEWAY ACCEPTANCE TEST PROCEDURES - RELEASE *

The Gateway Acceptance Test Procedures will be developed as a
generic set of procedures in accordance with the Gateway
Acceptance Test Plan (Gateway Purchase Agreement Exhibit C)
for Release * functionality. The Gateway Acceptance Test
Procedures, in conjunction with referenced OA&M documentation,
define the tests that will be conducted, the pass/fail
criteria, the test conditions, and the Method of Procedure
for implementation of each release. Motorola will deliver
the Acceptance Test Procedures for each release to Iridium
LLC four months prior to acceptance testing for review and
approval. The Release * Gateway Acceptance Test Procedures
will be demonstrated in the SATCOM Gateway test laboratory. The
generic test procedures, which are expected to be common for
all gateway equipment sites, will be tailored for the Gateway
test laboratory environment. The test environment will include

COMPLETION CRITERIA

The milestone shall be deemed satisfactorily completed when the
mutually-agreed set of Release * Acceptance Test
Procedures have been successfully performed on the operational
Gateway Equipment hardware and software in the Gateway test
laboratory. Classification of non-compliance categories will be
mutually agreed and documented in the demonstration plan.
Demonstration may be accomplished by testing, simulation or
analysis as mutually agreed. Motorola will promptly provide a
plan to correct any non-

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MOTOROLA CONFIDENTIAL PROPRIETARY

compliance including a mutually acceptable scheduled retesting
to demonstrate correction. Iridium LLC representatives shall
be offered the opportunity to witness all demonstration
activities.

4.2.3 MILESTONE 7 - GATEWAY / SYSTEM DEMONSTRATION - RELEASE *

This demonstration verifies Release * functionality
of a set of Gateways integrated into the IRIDIUM system.
The test environment will include

The Gateway test laboratory will be
configured to support multiple-Gateway test scenarios using
operational equipment. The BETA site gateway will also be used
in conjunction with the Gateway test laboratory to demonstrate
multiple-gateway test scenarios and inter-gateway
communications.

COMPLETION CRITERIA

The milestone shall be deemed satisfactorily completed when the
Gateway Equipment hardware and software designs have been
integrated and tested in the System test environment in
accordance with the mutually agreed plan to demonstrate they
meet the Release * performance objectives of Section 3.2
and Appendix A, the services as described in Appendix B, and the
OA&M capabilities described in Appendix C with no
service-affecting non-compliance. Classification of
non-compliance categories will be mutually agreed and documented
in the demonstration plan. Demonstration may be accomplished by
testing, simulation or analysis as mutually agreed. Motorola
will promptly provide a plan to correct any non-compliance
including a mutually acceptable scheduled retesting to
demonstrate correction. Iridium LLC representatives shall be
offered the opportunity to witness all demonstration activities.

4.2.4 MILESTONE 8 - GATEWAY TEST LAB DEMONSTRATION - RELEASE *

The demonstration verifies Release * functionality in the
Gateway test laboratory. For this demonstration, the Gateway
test laboratory will include

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MOTOROLA CONFIDENTIAL PROPRIETARY

COMPLETION CRITERIA

The milestone shall be deemed satisfactorily completed when the
integrated Gateway Equipment hardware and software designs have
been tested in accordance with the mutually agreed plan to
demonstrate they meet the Release * performance objectives of
Section 3.2 and Appendix A, the services as described in
Appendix B, and the OA&M capabilities described in Appendix C
with no service-affecting non-compliance. Classification of
non-compliance categories will be mutually agreed and documented
in the demonstration plan. Demonstration may be accomplished by
testing, simulation or analysis as mutually agreed. Motorola
will promptly provide a plan to correct any non-compliance
including a mutually acceptable scheduled retesting to
demonstrate correction. Iridium LLC representatives shall be
offered the opportunity to witness all demonstration activities.

4.3 GATEWAY DESIGN PACKAGES (MILESTONES 9 AND 10)

The contents of the Gateway Design Packages are listed below.
Three (3) copies of the documentation package will be provided
in Motorola's or its supplier's format. Incremental deliveries
of the information and data packages may be made as they become
available. Many documents may be marked with EAR or ITAR
restrictions to which Iridium LLC will be responsible for
adherence.

A. Milestone 9: The first submittal of the design package will
contain information associated with Release * services as
identified in Appendix B and the OA&M capabilities described in
Appendix C.

B. Milestone 10: The second and final submittal of the design
package will contain information associated with Release *
services as identified in Appendix B, the OA&M capabilities
described in Appendix C, and any update to the Release *
package as required.

COMPLETION CRITERIA

These milestones will be deemed complete upon delivery of the
then-existing versions as of the scheduled completion dates
identified in Table 4.0-1 of the following nine (9) specific
documentation packages to Iridium LLC.

4.3.1 BSP-G0001.GWS, IRIDIUM GATEWAY SEGMENT SPECIFICATION

This document as developed by Motorola defines the requirements and
specifications for allocation to the subsystem elements. The package will
include design specifications

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MOTOROLA CONFIDENTIAL PROPRIETARY

for the IRIDIUM Gateway Segment. Specifically the document will contain:
Gateway segment description, segment functional requirements, design and
construction requirements, documentation requirements, logistics requirements,
personnel and training requirements, subordinate element characteristics and
quality assurance.

4.3.2 GATEWAY INTERFACE SPECIFICATIONS

This document as developed by Motorola contains the
specifications for the interfaces between the Gateway Segment
and external systems excluding the interface with the space
vehicle which is provided under the Space Contract.

4.3.3 DEVELOPMENT PROCUREMENT PACKAGES

Motorola's request-for-proposal (RFP) packages that were
developed for the ETC, GSC, OMC and Messaging subsystems will be
provided. These packages typically will include proposal
instructions, statements of work, specifications, and schedule
requirements. RFP amendments, if any, will also be provided.

4.3.4 GATEWAY SYSTEM OPERATIONS, ADMINISTRATION AND MAINTENANCE (OA&M)
MANUALS

The OA&M manuals (developed by Motorola and Subsystem Vendors)
will describe the overall characteristics of the Gateway
Equipment, functionality and OA&M procedures. The subsystem
manuals will be modified to include the specific functionality
added for the IRIDIUM System. Manuals will be delivered for the
following subsystems: OMC-G, OMC-R, MOC (Release * only)
GSC, ETS, ECS, ET. All of the detailed procedures required for
system operation will be provided including, but not limited, to
the following:

-- Gateway/subsystem startup and shutdown
-- Gateway routine operations (daily, weekly, monthly, yearly)
-- System configuration and reconfiguration
-- System performance monitoring
-- Fault isolation routines and maintenance assistance
-- Description of system alarms
-- Gateway/subsystem equipment installation

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MOTOROLA CONFIDENTIAL PROPRIETARY

4.3.5 GATEWAY TRAINING MATERIALS

These materials developed by Motorola contain IRIDIUM-unique
training materials including curriculum and courses of
instruction. Supplier training material will be provided for
reference to augment the Motorola training materials.

4.3.6 GATEWAY DEVELOPMENT VERIFICATION PROCEDURES

A set of Motorola developed test procedures will be provided to
verify each functional incremental software build. These
procedures will be derived from the segment level verification
matrices associated with each software build. The verification
matrices will be developed from the IRIDIUM Gateway Segment
Specification (B0).

4.3.7 GATEWAY PRODUCT DESCRIPTION

A definitive Gateway product description will be provided. This
document will contain baseline configuration data, subscriber
services, PSTN interconnection, OA&M description, facility
considerations, subsystem descriptions and capacity and growth
planning.

4.3.8 GATEWAY CUSTOMER ACCEPTANCE TEST PROCEDURES

This document will include the generic test procedures to be
used for acceptance testing of a deployed Gateway. The
procedures will be developed in accordance with the baseline
Gateway Acceptance Test Plan of the Gateway Equipment Purchase
Agreement.

4.3.9 GENERIC GATEWAY FACILITIES DESIGN PACKAGE

The generic Gateway facilities design is a conceptual
engineering design of the central Gateway facility, the earth
terminal facilities, and infrastructure within the direct site
boundary. The package will include general layouts and
arrangement of facilities, multi-discipline engineering drawings
with some details, generic design criteria utilized for the
design, multi-disciplined calculations (partial), a
materials/equipment list, major engineering specifications and
selected data supporting certain parametric studies conducted by
Motorola. The generic Gateway Facilities Design package will be
made available in accordance with the schedule in the baseline
Gateway purchase agreement.

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MOTOROLA CONFIDENTIAL PROPRIETARY

5.0 PROGRAM MANAGEMENT OBJECTIVES

Motorola shall assign a program manager to ensure
execution plans are developed and performed in compliance with
the terms of the TND contract. The program manager shall be the
interface between the TND team and Iridium LLC on program
performance matters. The program manager shall also be
responsible for managing and monitoring the effort so that all
TNDC requirements are fulfilled, that milestones are met,
deliveries are made as scheduled, and program risks are
identified and managed. The Motorola contract manager shall be
the primary point-of-contact as regards all contract matters.
Motorola shall provide engineering management so that all
technical requirements and specifications are adequately
identified and implemented using sound engineering
methodologies.

6.0 PRE-COMMERCIAL SERVICE WARRANTY

The Pre-Commercial Service Warranty shall commence, with
regard to Gateway Equipment, on the date such Gateway Equipment
has successfully achieved Conditional Acceptance pursuant to the
GEPA under which such Gateway Equipment was sold and shall
terminate as of the start of the warranty period for such
Gateway Equipment. The scope of the Pre-Commercial Service
Warranty shall be scope of the "Pre-Commercial Service Warranty"
as such is described in the GEPA under which such Gateway
Equipment was sold.

7.0 GTAC SERVICES

The GTAC Services are comprised of the following
telephonic support activities (as used herein, the term Gateway
Operators refers to purchasers of Gateway Equipment as that term
is defined in this Contract):

A. The Motorola provided Gateway Technical Assistance Center
("GTAC") will be available to provide Iridium and Gateway
Operators with telephone-based technical consultation 7 days per
week, 24 hours per day. The GTAC staff will follow Motorola
established procedures for problem logging, reporting, tracking,
escalation, and closure. All calls and written or electronic
correspondence will be transacted in the English language.
Iridium and Gateway Operators will individually pay telephone
charges for their calls to the GTAC. Motorola will pay
telephone charges for its calls to the Gateway Operators and
Iridium.

B. The GTAC staff will operate in real-time to aid Iridium
and the Gateway Operators in problem isolation and
troubleshooting. In addition to the consultation the GTAC staff
provides, certain remote dial-in diagnostics may also be
performed on the Gateway with the Gateway Operator's permission.
The GTAC staff will work on

43
MOTOROLA CONFIDENTIAL PROPRIETARY

problems based on their designated priority level. Work on a
previously reported problem may therefore be temporarily
suspended if Iridium or another Gateway Operator requests
assistance with a higher priority problem.

C. Problems which cannot be directly resolved by the GTAC
staff will be referred to Motorola gateway support engineers who
shall have access to lab facilities as required to diagnose
problems. Motorola will arrange for telephone consultation
service and on-call support engineering assistance at each of
the Subsystem Suppliers. Handling of problems escalated in this
manner will also be governed by the designated priority levels.

D. Problems reported through the GTAC will be tracked,
compiled, and analyzed in terms of trend analysis and quality
metrics tracking. Apparent patterns will trigger an in-depth
investigation intended to result in preventive actions
recommended for all applicable Gateways in the System. Iridium
may review the reports on problems and results of trend analyses
and quality metrics.

E. The GTAC staff will also provide assistance to Gateway
Operators during the Gateway Equipment purchaser-performed
installation of new Software releases. This assistance will
include the designation of loading, testing, verification and
back-out procedures, as well as the coordination for timely
installation of the Software across all Gateways in the System.

8.0 SUPPORT OF COMMERCIAL ACTIVATION ACTIVITIES

A. The following items shall constitute the Commercial
Activation Activities for purposes of the paragraphs in this
Section 8.0:

1. Technical Trials
2. Operational Trial
3. Gateway Commissioning
4. Subscriber Trials
5. Implementation, Testing, and Activation of Release 3
into the Gateway Equipment.
6. Operations Data Network (ODN)

B. Iridium and Motorola have established a joint plan to
facilitate successful commercial activation of the IRIDIUM
Communications System. These plans will continue to be reviewed
on a periodic (generally, at least monthly) basis including
without limitation at the following meetings:

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MOTOROLA CONFIDENTIAL PROPRIETARY

1. Periodic Iridium/Motorola technical staff reviews.

2. IRIDIUM Commercial Activation Review (ICAR): the
jointly attended meeting that focuses on the status of Iridium's
activities respecting the Commercial Activation Activities.

3. Joint monthly Commercial Activation Review: the
jointly attended meeting that focuses on the status of joint
activities in support of the optimized commercial activation
program.

Iridium shall have the opportunity to review and comment on the
test plans, procedures and other documentation developed by
Motorola, and on Motorola's performance, under this Section 8.0.

C. Technical Trials

Motorola shall conduct the Technical Trials to assess the
functional and performance capabilities of the IRIDIUM
Communications System in operational environments.

1. Motorola shall establish a Technical Trials test plan as
an extension of Motorola's SI&T program to assess the functional
and performance capabilities of the IRIDIUM Communications
System in multiple, international operational environments.
Except to the extent determined by Motorola to be unreasonable
or inappropriate after consultation with Iridium, the Technical
Trials are expected to include testing of: the quality of
service provided to the end user; the IBSS; external interfaces
to the IRIDIUM System;

Release * Services in an operational configuration with
subscriber equipment in selected environments (e.g., rural,
suburban, urban, dense urban, and in vehicle); and, some Release
* Services. Iridium will be afforded commercially reasonable
opportunity to review and comment on this test plan during the
meetings referenced in paragraph 8.0 B above.

2. The test environment for the technical trials tests is
currently planned to include two operational Gateways (subject
to availability and approval from such Gateway Operators), the
SCS, the Constellation (to the extent available), pre-commercial
ISUs, the IBSS, the Operations Data Network, a PSTN, and special
test equipment as required. Iridium shall provide and obtain
all approvals and access for all property and equipment for the
test environment other than the pre-commercial ISUs, the ODN and
the special test equipment to be obtained by Motorola.

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MOTOROLA CONFIDENTIAL PROPRIETARY

3. Upon completion of the Technical Trials Motorola shall
provide a test report to Iridium covering results of the
Technical Trials tests. The report shall include recommended
actions to address adverse performance characteristics which
affect the readiness of the System for Commercial Activation.

D. Operational Trial

The purpose of the Operational Trial is for Iridium to test and
verify, at a system level, that the IRIDIUM Communications
System's technology environment, operational processes,
procedures and personnel are ready to support commercial
activation and subsequent operation of the IRIDIUM System. The
Operational Trial is currently planned to include all
operational network and business entities, including the SCS,
GTAC, Iridium, Gateway Operators and Service Providers. It is
expected to test end-to-end operational processes of the ITU
defined Telecommunications Managed Network (TMN) model,
including business, service, network and element management, the
Operational Support Systems operation and usability to support
operational work flow processes (IBSS and network OSS), and
operational interfaces (network and business) between the SCS,
GTAC, Gateways, Service Providers and Iridium. Since the flow
of operations data is via the ODN, and Services Testing is not
an objective of the Operational Trial, the Constellation shall
be minimally used during this activity. The Operational Trial
currently intends to use the first five (5) Gateways; subsequent
Gateways are not currently intended to be a part of the
Operational Trial. Motorola shall support the Operational Trial
in accordance with paragraph F below with the SCS and GTAC
resources determined to be appropriate during the Joint Monthly
Commercial Activation Review as referenced in 8.0 B.3. above.
The support by Motorola shall end on the Commercial Activation
Date. Iridium will be afforded the opportunity to review
Motorola's performance related to this activity at the meetings
referenced in paragraph 8.0 B above.

E. Gateway Commissioning

The purpose of Gateway Commissioning is for Iridium to certify
that the Gateway and its operations personnel are ready to be
added to the Iridium communications network as an operational
node. For the gateways which participate in the Operational
Trial, commissioning is accomplished as a result of the
Operational Trials. For subsequent Gateways, an abbreviated
test of processes and procedures, and a verification of final
configuration, shall be performed to certify operational
readiness. Motorola shall support the Gateway Commissioning in
accordance with paragraph F below with the SCS and GTAC
resources determined to be appropriate during the Joint Monthly
Commercial Activation Review as referenced in 8.0 B.3. above.
The support by Motorola shall end on the Commercial Activation
Date. The support by Motorola under this subparagraph

MOTOROLA CONFIDENTIAL PROPRIETARY

shall end on the Commercial Activation Date. Iridium will be
afforded the opportunity to review Motorola's performance
related to this activity at the meetings referenced in paragraph
8.0 B above.

F. Support of Operational Trial and Gateway Commissioning

The SCS and the GTAC shall commence support for Operations
Trials and Gateway Commissioning on or about April 1, 1998. The
SCS support shall continue until Release * Services are
commissioned on all Gateways. The GTAC support, as defined in
Section 7.0 above, shall terminate on the earlier of September
23, 1998 or the first date of the commencement of the Gateway
Performance Assurance Plan ("GPAP") under a GEPA.

The SCS and GTAC support for the operational trial and Gateway
Commissioning shall include assisting in the planning and
definition of the Operational Trial and Gateway Commissioning
activities, assisting in the development of the associated
schedules, processes, procedures and scripts, prior to the start
of the Operations Trial, and Operational trial team
participation during execution of the trial scripts. The SCS
and GW development organizations shall have technical support
personnel available to assist the SCS and GTAC operational
entities in resolving problems in a timely fashion which may
impact the trial activities.

The SCS shall be staffed 24 hours a day, 7 days a week during
the Operational Trial and Gateway Commissioning periods, and
have personnel available to execute the required processes and
procedures based upon pre-agreed scripts. The SCS shall assist
in evaluating the effectiveness of the processes and procedures,
and make modifications to procedures developed by Motorola as
required.

The SCS facilities and ODN shall be managed during the
Operations Trials and Gateway Commissioning using normal
production status configuration control and fault management
processes. The Constellation is not required to be managed in a
production status during the Operations Trails.

G. Subscriber Trials

The purpose of the Subscriber Trials is for Iridium to exercise
product and serve distribution channels and customer service
processes to ensure their readiness for rapid ramp-up at
commencement of full commercial operation. These trials are
currently planned to verify that customer experiences with
subscriber units and services in real life environments and
conditions are consistent with the technical/operational
capabilities of the system as encountered in the Technical and
Operational Trials. Marketing characterizations of
product/service features and performance are also intended to be
verified during these trials. Subscriber trials are a "dress
rehearsal" which shall allow introduction of IRIDIUM services to

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MOTOROLA CONFIDENTIAL PROPRIETARY

potential users prior to full commercial operation. Subscriber
Trials are intended to be conducted globally with all market
segments represented. Motorola shall support the Subscriber
Trials with the SCS and GTAC resources determined to be
appropriate during the Joint Monthly Commercial Activation
Review as referenced in 8.0 B.3. above. The support by Motorola
shall end on the Commercial Activation Date. The support by
Motorola under this paragraph shall end on the Commercial
Activation Date. Iridium will be afforded the opportunity to
review Motorola's performance related to this activity at the
meetings referenced in paragraph 8.0 B above.

H. Implementation, Testing and Activation of Release * into
the Gateway Equipment

Motorola shall, except to the extent determined by Motorola to
be commercially unreasonable after consultation with Iridium,
support Iridium's implementation (planning, loading and
configuration), testing, and activation of Release * for the
"First Office Application, Soak and Roll-Out" to all other
Gateways by assisting Iridium in its planning and definition of
Release * implementation, verification and activation; including
the development of associated schedules, processes, procedures
(including verification and back-out) and scripts. Motorola
shall, except to the extent determined by Motorola to be
commercially unreasonable after consultation with Iridium, make
the GTAC available to Iridium for Release * issues on the same
terms and conditions as in Section 7.0 above. In addition,
Motorola shall, except to the extent determined by Motorola to
be commercially unreasonable after consultation with Iridium,
provide both on-site and in-plant support of Iridium's Release *
efforts by supporting planning, procedure development, and
execution activities related to loading, configuring, and
testing Release * software in the Gateway Equipment components,
including the ETC, ECS, SSS, OMC-G, OMC-R and Messaging. The
support to be provided by Motorola under this subparagraph shall
end upon the earlier of June 1, 1999 or the date that Release *
is commissioned in the last Gateway Equipment (see definition of
Gateway Equipment). Iridium will be afforded the opportunity to
review Motorola's performance related to this activity at the
meetings referenced in paragraph 8.0 B above.

I. Operations Data Network (ODN)

(1) ODN Connectivity:

Motorola shall provide and manage the Operations Data Network
(ODN), a frame relay network separate from the Space System and
the Constellation, which links the Gateways and the MCF, and
provides backup links to the BCF, or to other backup sites at
which the Network Management Function and the redundant MTC may
be located. The ODN shall include links and capacity as

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MOTOROLA CONFIDENTIAL PROPRIETARY

designated by Iridium LLC for IBSS requirements, including
connectivity of remotely located GBS installations.
Availability of the ODN shall be consistent with the
requirements for reliable delivery of the traffic carried, and
Motorola and Iridium shall periodically review ODN performance
data and make adjustments, if required, as mutually agreed.

(2) ODN Capacity, Traffic Allocation and Cost Allocation

Initial Capacity:

Initially, Motorola shall provide a * link between the
frame relay network and each gateway and a * link between
the frame relay network and the MCF. Sizing of the link to the
BCF, or to other backup sites at which the Network Management
Function and the redundant MTC may be located shall be
sufficient to accommodate the equivalent traffic as would be
carried by the link to the MCF. In addition, Motorola shall
provide links to remotely located GBS sites, as designated by
Iridium LLC. Such remote site designations and the initial
capacity of each link shall be communicated to Motorola by
Iridium LLC by a mutually agreeable date consistent with the
Commercial Activation schedule.

Anticipated Traffic

Traffic (data) to be transported by the ODN includes:

-Motorola responsible network management data between the MCF
and the Gateways and message delivery requests from the MOC to
the MTC.

-Iridium LLC responsible Call Detail Record traffic among GBS
(whether colocated with the gateway or remotely located),
Gateway and IBS (whether colocated with MCF or remotely
located).

Motorola shall provide network management capabilities to
monitor and measure the various traffic types at the Control
Facilities and Gateways. This data will be shared between
Motorola and Iridium LLC in order to jointly plan network
capacity allocations and adjustments.

Cost Allocation:

Motorola shall procure and manage the configuration, operation
and maintenance of the entire ODN. Iridium LLC will reimburse
Motorola for the following costs:

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MOTOROLA CONFIDENTIAL PROPRIETARY

-Non-recurring installation charges and recurring operating
costs for links with GBS installations remote from the Gateways
and IBS installations remote from the MCF.

-Non-recurring installation charges and recurring operating
costs for the IBSS traffic and associated links beyond the cost
of the initially installed capacity as described above.

Each party has first rights to capacity it acquires for its
respective traffic. To the extent spare link capacity exists,
Motorola and Iridium mutually agree to share such spare capacity
in order to achieve more efficient use by both parties of
installed capacity and to minimize unnecessary expansion costs
by either party.

MOTOROLA CONFIDENTIAL PROPRIETARY

-Non-recurring installation charges and recurring operating
costs for links with GBS installations remote from the Gateways
and IBS installations remote from the MCF.

-Non-recurring installation charges and recurring operating
costs for the IBSS traffic and associated links beyond the cost
of the initially installed capacity as described above.

9.0 MULTIPLE-GBS CONFIGURATION

9.1 OVERVIEW

Motorola will design and develop the hardware and software changes to
the Gateway Equipment needed to modify the current default GBS
configuration from one collocated GBS to one remote GBS. Motorola
shall also design and develop the hardware and software needed to
expand the baseline subscriber administration capability of the Gateway
Equipment to handle up to three additional Virtual GW Operators. The
effort under this Section 9.0 shall include the design and development
of connectivity architecture, functional requirements and interface
requirements.

In addition, Motorola shall modify the Gateway Design Package
delivered to Iridium pursuant to Subsection 4.3.B - Milestone 10, to
include the Multiple-GBS hardware and software changes designed and
developed under this Section 9.0. Motorola shall also implement the
Multiple-GBS Hardware and Software changes in the Gateway Equipment
delivered to the first twelve (12) Gateway Equipment purchasers to
support up to two GBSs; up to four GBSs can been abled by the purchase
of additional Packet Assembler/Disassembler (PAD) capacity for the
SSS.

All of the foregoing work shall be accomplished in accordance with the
requirements and specifications in this Section 9.0.

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MOTOROLA CONFIDENTIAL PROPRIETARY

9.2 DEFINITIONS

The following terms, when used herein with capitalized initial
letters, shall have the meanings set forth below:

a. Real GW Operator: The Gateway operator which owns the
Gateway Equipment.

b. Virtual GW Operator : The Gateway operator which deploys
only a GBS and does not own the Gateway Equipment to which
its GBS connects.

9.3 DESIGN, DEVELOPMENT AND IMPLEMENTATION OF MULTIPLE-GBS
FEATURES

9.3.1 DESIGN AND DEVELOPMENT

Motorola will design and develop the hardware and software changes to
the Gateway Equipment needed to modify the current default GBS
configuration from one collocated GBS to one remote GBS. Motorola
shall also design and develop the hardware and software needed to
expand the baseline subscriber administration capability of the
Gateway Equipment to handle up to three additional Virtual GW
Operators. The effort under this Section 9.0 shall include the design
and development of connectivity architecture, functional requirements
and interface requirements.

9.3.2 DOCUMENTATION MODIFICATION

Motorola shall modify the documentation of the Gateway Equipment,
including without limitation Motorola internal specifications,
interface control documents (ICDs) and the Gateway product
description, as is reasonably necessary to document the hardware and
software changes developed under this Section 9.0.

9.3.3 IMPLEMENTATION OF MULTIPLE-GBS

Motorola shall, at no additional cost to the Gateway Equipment
purchasers, install and test the Multiple-GBS hardware and software
changes in the Gateway Equipment delivered to the firsttwelve (12)
Gateway Equipment purchasers to support up to two GBSs; up to four
GBSs can been abled by the purchase of additional PAD capacity for
the SSS. If Gateway Equipment hasbeen delivered to a purchaser before
the completion of the design and development of Multiple-GBS under
this Section 9.0, Motorola shall, without additional cost to such
purchaser, install and test the Multiple-GBS features on such Gateway
Equipment, provided that theGateway Equipment owner consents to such
action by Motorola.

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MOTOROLA CONFIDENTIAL PROPRIETARY

9.4 MULTIPLE-GBS DEMONSTRATION

9.4.1 MULTIPLE-GBS LAB DEMONSTRATION AND REPORT - MILESTONE 1

Motorola shall install the Multiple-GBS features in the Motorola test
laboratory in Chandler, Arizona and shall perform a demonstration in
accordance with the jointly developed demonstration plan of the
Multiple-GBS (4) functionality at the Motorola test laboratory in
Chandler. The demonstration may be accomplished by testing,
simulation, analysis, or acombination thereof, as determined by
Motorola. A copy of the demonstration plan will be provided to
Iridium for review and comment no less than thirty 30 days prior to
the start of the demonstration. Iridium representatives shall be
offered the opportunity to witness all demonstration activities.
Motorola shall release a report (the "Multiple-GBS Demonstration
Report") internally at Motorola which details the results of the
demonstration. This Milestone M-1 shall be deemed completed upon:
Iridium's receipt of Motorola's certification that Motorola has
demonstrated the Multi-GBS functionality in accordance with the
jointly developed demonstration plan to the satisfaction of Motorola
based upon commercially reasonable standards; and 2) a corrective
action plan has been established for those items, if any, found to
benon-compliant with the demonstration plan, and when Motorola has
internally released theMultiple-GBS Demonstration Report. A copy of
the Multiple-GBS Demonstration Report shall be made available to
Iridium.

Independent of the performance and payment of Milestone M-1 Motorola
shall also, on anon-interference basis with Motorola Gateway
Integration & Test usage of the laboratory, allow Iridium access to
the Motorola test laboratory GIE and SSS with PAD capacity for up to
four (4)GBSs to permit Iridium to remotely connect multiple GBSs.
This will allow Iridium to testwhether the Gateway Multiple-GBS
features support concurrent multiple GBS operation.Iridium shall
submit a test plan and test procedures to Motorola for review and
comment not lessthan 30 days prior to the start of testing. Motorola
shall be offered the opportunity to witness such testing. Motorola's
obligation shall be deemed complete when Motorola has allowed Iridium
access to the Motorola test laboratory to conduct the testing, and has
provided the necessary support to allow Iridium to conduct the
testing.

9.4.2 MULTIPLE-GBS COMPLETION REPORT - MILESTONE M-2

Motorola shall prepare a completion report of the Multiple-GBS
functionality. Motorola shallrelease a report (the "Multiple-GBS
Completion Report") internally at Motorola which details thecompletion
of the Statement of Work Section 9.0 activities and documentation. It
will alsoinclude the results of the Multi-GBS OMC-G functionality
demonstrated in the TNDC ExhibitA, "Statement of Work" Section 4.0,
Milestone #8. This Milestone M-2 shall be deemed completed when
Motorola has released the

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MOTOROLA CONFIDENTIAL PROPRIETARY

Multiple-GBS Completion Report internally at Motorola. A copy of the
Multiple-GBS Completion Report shall be made available to Iridium.

9.5 MILESTONES

The work under this Section 9.0 shall be performed, and Iridium shall pay for
such work, in accordance with the following Milestone:

MS NO. MILESTONE DESCRIPTION SCHEDULED COMPLETION DATE PRICE

M-1 Multiple GBS Demonstration Report * $ *
M-2 Multiple-GBS Completion Report * $ *
TOTAL $ *

9.6 Service Requirements, Assumptions and Conditions Precedent

The following items are assumptions underlying the Multiple-GBS features and
conditions precedent to the availability and operation of such features, and
Motorola's performance under this Section 9.0:

9.7 LIMITATIONS AND PERFORMANCE EXCLUSIONS

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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

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MOTOROLA CONFIDENTIAL PROPRIETARY

10.0 Enhanced Call Intercept (ECI)

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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

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MOTOROLA CONFIDENTIAL PROPRIETARY

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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

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MOTOROLA CONFIDENTIAL PROPRIETARY

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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

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MOTOROLA CONFIDENTIAL PROPRIETARY

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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

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MOTOROLA CONFIDENTIAL PROPRIETARY

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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

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MOTOROLA CONFIDENTIAL PROPRIETARY

11.0 IRIDIUM CELLULAR ROAMING SERVICE (ICRS)/MESSAGING TELEPHONY
LOCATION INTERWORKING (MTLI)

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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

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MOTOROLA CONFIDENTIAL PROPRIETARY

11.1 OVERVIEW

Motorola will provide the following to Iridium:

1. The IRIDIUM Interoperability Unit (IIU) (as described in Section
11.2 below);

2. Installation and testing * documentation for operation,
administration andmaintenance of the IIU, and a training plan and a
spare parts plan for the IIU;

3. System/GSM network roaming capability;

4. Support of Iridium's * testing;

5. Support of Iridium's initial interoperability testing; and,

6. MTLI (as described in Section 11.10 below).

The work described in this Section 11.1 shall be accomplished in
accordance with therequirements and specifications in the remainder of
this Section 11.0.

11.2 DESIGN, DEVELOPMENT AND PRODUCTION OF IIU

The IIU is hardware and software which will enable a System subscriber
or a Global System for Mobile Communications ("GSM") subscriber to
register and be authenticated with an IS-41 network, and will enable
an IS-41 subscriber to register and be authenticated with the System
orwith a GSM network, by means of their home location registry. The
IIU will also permitroaming subscribers of the System and of IS-41 and
GSM systems to be accessed by use of asingle telephone number.

Motorola will design, develop and produce an IIU which provides the
features set forth in Section 5 of Appendix B of this SOW. The IIU
will be sized based on the Iridium provided

11.2.1 ESTABLISHMENT OF IIU LAB UNIT

Motorola will obtain and install at Motorola's test laboratory in
Chandler, Arizona, an IIU testbed platform and associated system and
application software for use in the development of theIIU features.
All of such equipment and software at the Gateway

- ----------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

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MOTOROLA CONFIDENTIAL PROPRIETARY

test laboratory shall belong to Motorola, and Iridium shall obtain no
ownership interests in suchequipment.

11.3 IIU DELIVERY, INSTALLATION, INTEGRATION, TESTING AND CONDITIONAL
ACCEPTANCE

Motorola shall perform the following tasks:

11.3.1 * REQUIREMENTS AND * INSPECTION

Motorola shall provide * requirements to Iridium one hundred
twenty (120) calendar daysprior to * inspection. Motorola shall
inspect * at least ninety (90) calendar days inadvance of the
date scheduled by Motorola for the commencement of IIU equipment
installation. Motorola shall notify Iridium of any aspect of *
which is not reasonably satisfactory forthe installation, test and
operation of the IIU equipment within 10 business days of
the completion of * inspection. Iridium shall, at its expense,
correct any unsatisfactory aspect of * not later than twenty-one
(21) calendar days in advance of the date scheduled for the
commencement of IIU equipment installation.

11.3.2 DELIVERY; INVENTORY

Motorola shall deliver the IIU Equipment to * . Within a
reasonable time after the arrivalof the IIU Equipment at * ,
Motorola shall unpack, inspect and inventory such equipment.
Motorola shall promptly repair or replace any missing
or damaged equipment.

11.3.3 INSTALLATION

Motorola shall install the IIU Equipment at * , including
assembling and installing equipment cabinets, installing the Hardware
in such cabinets, installing the Software (if notalready installed),
and performing intra-IIU wiring. Iridium representatives shall be
offered the opportunity to witness the installation and will be
notified at least 7 calendar days prior to thestart of the
installation.

11.3.4 TESTING

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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

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MOTOROLA CONFIDENTIAL PROPRIETARY

11.3.4.1 Integrated Test Plan

Motorola and Iridium shall jointly develop an IIU Conditional
Acceptance Test Plan ("ICATP")that documents the testing to be
conducted by Motorola to achieve Conditional Acceptance of theIIU
Equipment at * .

11.3.4.2 Acceptance Testing; IIU Conditional Acceptance - Milestone I-1

Motorola shall perform the tests in the ICATP on the IIU Equipment at
* . The IIU Equipment shall be deemed to have achieved Conditional
Acceptance when all of the tests in theIATP have been passed or, if a
test is not passed, the failure was caused by a Level 3 or Level
4 Failure. This Milestone I-1 shall be deemed completed upon: 1)
Iridium's receipt of Motorola'scertification that the IIU equipment
has been tested in accordance with the jointly developed testplan to
the satisfaction of Motorola based upon commercially reasonable
standards; and 2) ajointly developed corrective action plan has been
established for those items found to benon-compliant with ICATP
acceptance criteria. The corrective action plan shall be completed
within 15 business days of the completion of the testing. Iridium
representatives shall be offeredthe opportunity to witness the
Conditional Acceptance Testing and will be notified at least 7
calendar days prior to the start of the Conditional Acceptance
Testing.

11.4 SYSTEM/GSM NETWORK INTEROPERABILITY

Motorola shall design the Software which will enable a System
subscriber to register with a GSM network, and a GSM subscriber to
register with the System, by means of their home location registry.
This feature will also permit roaming subscribers of the System and
GSMnetworks to be accessed by use of a single telephone number. This
functionality shall be addedto the Gateway Design Package delivered
pursuant to Subsection 4.3.B - Milestone 10 of this Exhibit A.

11.5 ACCEPTANCE TESTING: IIU FINAL ACCEPTANCE - MILESTONE I-2

11.5.1 SUPPORT OF IRIDIUM'S FIELD TRIALS AND IIU FINAL ACCEPTANCE

Motorola shall provide commercially reasonable support to Iridium to
assist Iridium in

* .

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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

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MOTOROLA CONFIDENTIAL PROPRIETARY

* Motorola's support under this Subsection 11.5.1 shall consist of
providing: Motorola staff at * ; support for Iridium's test
plan development, and support for Iridium'stest report analysis for
the IIU. Motorola shall also promptly correct any defect or
malfunction inthe IIU which defect or malfunction prevents successful
testing of such interface. Successful testing means that the item
tested passed the test in compliance with the hub network and jointly
defined acceptance criteria or, if it failed the test, it failed by
virtue of a Level 3 or Level 4 Failure.

11.5.2 SUPPORT OF IRIDIUM'S INITIAL ICRS FIELD TRIALS (MOBILITY
APPLICATION PART [MAP] LAYER)

Motorola shall provide commercially reasonable support to Iridium, to
assist Iridium in its * testing of System interoperability
with both an IS-41 and GSM terrestrial cellular networks. Motorola's
support under this Subsection 11.5.2 shall consist of providing:
* ; Motorola staff * and *;
support of Iridium's test plan development, and support for
Iridium's test report analysis for the IIU. Motorola shall also
promptly correct any defect or malfunction in the IIU which defect or
malfunction prevents successful testing of the System interoperability
with IS-41 and GSM terrestrial cellular networks. Successful testing
means that the item tested passed the test in compliance with standard
GSM and IS-41 test procedures as jointly approved by Iridium and
Motorola or, if it failed the test, it failed by virtue of a Level 3
or Level 4 Failure.

11.5.3 TEST CASES

For paragraphs 11.5.1 and 11.5.2 above, it is tested with *
and * . These tests will be completed in accordance with the
mutually developed test plan. The acceptance test plan is comprised
of the following cases:

11.5.4 MOTOROLA'S SUPPORT

For paragraphs 11.5.1 and 11.5.2 above, Motorola's support shall end
after the provision of * of Motorola support to this effort,
or the Commercial Activation Date, whichever comes first. The number
of Motorola support

- ----------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

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MOTOROLA CONFIDENTIAL PROPRIETARY

personnel shall not exceed * persons at any given time
during the support period. However, if at Motorola's sole discretion,
no more than * additional persons are needed and available
during this time, such persons may be made available and will count
towards the * limit. Motorola will provide *
at * during the tests to be conducted in paragraphs 11.5.1 and
11.5.2 above. Iridium may request from Motorola a status of the man
month expenditures. Motorola will provide this status within five
(5) business days of such request.

11.5.5 FINAL ACCEPTANCE

The IIU Equipment shall be deemed to have achieved Final Acceptance
upon the successful testing * , or upon the
completion of Motorola's support as specified in paragraph 11.5.4,
whichever occurs first.

11.6 OPERATION, ADMINISTRATION AND MAINTENANCE (O, A & M)

Motorola shall provide to Iridium by the Commercial Activation Date
two copies of vendorsupplied OA&M documentation for the IIU equipment.
This documentation shall cover basic operation, administration and
maintenance of the IIU, and will address how to perform fault
detection and isolation. GSM to System interoperability will be
addressed by existing Gateway Equipment documentation delivered to
each Gateway owner pursuant to its Gateway Equipment Purchase
Agreement.

11.7 TRAINING PLAN

Motorola shall develop and provide to Iridium by the Commercial
Activation Date arecommended training plan for training Iridium
personnel to properly operate, administer andmaintain the IIU. This
plan shall identify training courses which Motorola recommends for
Iridium personnel, and shall include the estimated tuition and
projected location and dates for the courses. The costs of the
training, such as tuition, travel, and living expenses, are not
included as a part of the work to be performed by Motorola under this
Section 11.0.

11.8 SPARES PLAN

Motorola shall develop and provide to Iridium by the Commercial
Activation Date are commended plan for maintaining adequate spare
parts for the IIU. This plan shall identify the spare parts which
Motorola recommends that Iridium should purchase in order to maintain
the operation of the IIU at a service level specified by Iridium. The
plan shall identify the specific part numbers, estimated prices,
estimated lead times and quantities. The actual procurement ofthe
spare parts is not part of the work to be

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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

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MOTOROLA CONFIDENTIAL PROPRIETARY

performed by Motorola under this Section 11.0. In addition, Motorola
does not warrant that the recommended sparing levels will be
sufficient to maintain the IIU at the service level specified by
Iridium.

11.9 MTLI

11.9.1 DESIGN AND DEVELOPMENT OF MTLI

MTLI is
*

11.9.2 MTLI LABORATORY DEMONSTRATION - MILESTONE I-3

Motorola and Iridium shall jointly develop an MTLI demonstration plan.
Motorola will performa demonstration to verify the MTLI functionality.
The demonstration may be accomplished bytesting, simulation, analysis,
or a combination thereof, in accordance with the demonstrationplan.
The demonstration will be conducted in the Motorola test laboratory.
Iridiumrepresentatives shall be offered the opportunity to witness all
demonstration activities and will benotified no less than seven (7)
calendar days prior to said demonstration. Motorola shall prepareand
release internally at Motorola a report (the "MTLI Demonstration
Report") which details theresults of the demonstration. A copy of the
MTLI Demonstration Report shall be made availableto Iridium. This
Milestone I-3 shall be deemed completed when the MTLI functionality
has beendemonstrated in accordance with the jointly developed
demonstration plan to the satisfaction ofMotorola based upon
commercially reasonable standards, and a jointly developed
correctiveaction plan will be established for those items found to be
non-compliant with the demonstration plan. The corrective action plan
shall be completed within fifteen (15) business days ofcompletion of
the demonstration.

- ----------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

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MOTOROLA CONFIDENTIAL PROPRIETARY

11.10 MILESTONE

The work under this Section 11.0 shall be performed, and Iridium shall
pay for such work, in accordance with the following Milestone
schedule:

SCHEDULED
MS NO. MILESTONE DESCRIPTION COMPLETION DATE PRICE

I-1 IIU Conditional Acceptance * *
I-2 IIU Final Acceptance * *
I-3 MTLI Laboratory Demonstration * *

TOTAL *

11.11 Service Requirements, Assumptions and Conditions Precedent

The following items are assumptions and conditions precedent to the
availability and operation of ICRS/MTLI and the work to be performed
by Motorola under Section 11.0:

1. Iridium shall inform the Gateway Owners of the need to enter into
all appropriate GEPA amendments with Motorola in order to enable
activation of ICRS/MTLI, and for appropriate GPAP/GTAC coverage of
ICRS/MTLI.

- ---------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

40
67
MOTOROLA CONFIDENTIAL PROPRIETARY

- ---------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

41
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MOTOROLA CONFIDENTIAL PROPRIETARY

- ---------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

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MOTOROLA CONFIDENTIAL PROPRIETARY

8. Iridium shall provide billing conversion functionality.

- ---------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

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MOTOROLA CONFIDENTIAL PROPRIETARY

9. Iridium shall provide all power connections from the Power
Distribution Frame to the IIU equipment cabinets, Digital Span
connections, and all other connections outside the Motorola provided
IIU equipment.

10. Iridium shall provide a site at * with 24 hour per day
access, which is sufficient to permit the installation, testing and
operation of the IIU equipment.

11. Iridium shall negotiate any and all agreements with Gateway
owners and/or operators to permit the timely installation,
integration, test (including without limitation Signaling System 7
interconnection testing and the field trials), commissioning,
operation, administration and maintenance of ICRS related equipment.

12. Iridium shall provide Hardware configuration modifications to
Gateway Equipment necessary to support interconnection to the IIU or
other networks external to the System (e.g., additional signaling
links, link cards, local area network connections, etc.).

13. Iridium shall make all changes, at its expense, required to *
and equipment to permit the installation, testing and operation of the
IIU equipment no later than ninety (90) days prior to the date
scheduled by Motorola for the commencement of installation of the IIU.

14. The costs of the training, such as tuition, travel, and living
expenses, are not included as a part of the work to be performed by
Motorola.

15. The actual procurement of the spare parts is not part of the work
to be performed by Motorola. In addition, Motorola does not warrant
that the recommended sparing levels will be sufficient to maintain the
IIU at the service level specified by Iridium.

16. Iridium shall negotiate any and all agreements with terrestrial
cellular network operators and Signaling System 7 interconnection
carriers to permit interface testing, field trials and service of ICRS
equipment.

17. Iridium shall acquire any and all business agreements for
services and equipment from PLMN, PSTN, or intermediate carriers or
network operators, including but not limited to the following:

- ---------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

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MOTOROLA CONFIDENTIAL PROPRIETARY

18. Iridium shall coordinate with manufacturers of and ensure
implementation of ICRS specific subscriber unit features and
requirements.

19. Iridium shall integrate and commission ICRS service.

20. Iridium shall provide proper operations, administration and
maintenance of the IIU.

21. Iridium shall provide to Motorola or its designee, at no charge,
access to such telecommunications equipment needed to establish a data
communication link for use of remote diagnosis and maintenance of the
IIU Software.

22. In order to protect the Warranty and Extended Maintenance
provision as set forth in this Contract, Iridium shall obtain and
maintain full time access to an MTTS (maintenance ticket tracking
system) terminal connected to the GTAC and the SCS.

23. In order to protect the Warranty and Extended Maintenance
provision as set forth in this Contract, Iridium shall follow the
Motorola specified IIU support practices.

24. MTLI will be functional only for a subscriber provisioned with
all of the following * :

- ---------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

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MOTOROLA CONFIDENTIAL PROPRIETARY

11.12 LIMITATIONS, RESTRICTIONS AND PERFORMANCE EXCLUSIONS

The following items are not included in Motorola's performance under
this Section 11.0, or are not included as a feature or functionality
of the ICRS, IIU or the MTLI provided hereunder, or are limitations to
the IIU and MTLI:

5. Network specific billing adaptation and/or interfaces.

6. Modifications to any network equipment (e.g., timers, routing)
external to the System.

- ---------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

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MOTOROLA CONFIDENTIAL PROPRIETARY

9. The work under this Section 11.0 does not include any work in
support of Motorola's obligations under Section 8.0 SUPPORT OF
COMMERCIAL ACTIVATION ACTIVITIES of this SOW.

10. The IIU warranty and extended maintenance for the IIU is strictly
limited to the IIU Equipment at * . * .

11. Office data configuration for the IIU and the System is limited
to that which is necessary to perform the testing under this Section
11.0. No additional data configuration to fully enable commissioning
and operation of the ICRS will be performed under this Section 11.0.

12. Additional GPAP/GTAC support required by each Gateway
participating in ICRS.

12.0 MESSAGING IMPROVEMENTS

12.1 OVERVIEW

The Messaging Improvements features for the System provide * .
These features also provide longer alphanumeric messages.

12.2 DESIGN AND DEVELOPMENT OF MESSAGING IMPROVEMENTS

Motorola shall design and develop the software for the Message
Origination Controller (MOC) and the Message Termination Controller
(MTC) Equipment which will provide the Messaging Improvements
features. Motorola shall also design the functional interfaces and
protocols which must be implemented in the System in order to provide
the Messaging Improvements functionality. The Messaging Improvements
features are the following:

a. *

b. *

c. * character capacity for alphanumeric messages

- ---------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

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MOTOROLA CONFIDENTIAL PROPRIETARY

12.2.1 DOCUMENTATION MODIFICATION

Motorola shall modify the documentation of the MOC and MTC Equipment,
including Motorola internal specifications, interface control
documents (ICDs) and the Gateway product description, as is reasonably
necessary to document the software changes developed under this
Section 12.0.

12.3 MESSAGING IMPROVEMENTS CRITICAL DESIGN REVIEW (CDR) -
MILESTONE P-1

Motorola shall conduct a CDR of the Messaging Improvements features at
Motorola's SATCOM facility in Chandler, Arizona. Iridium
representatives shall be offered the opportunity to attend this CDR.
At the CDR, Motorola shall review the status of the design of the
Messaging Improvements features, and shall establish specific action
items as a result of the review. This Milestone P-1 shall be deemed
completed when Motorola has held the CDR and established a list of
specific action items resulting from the review. A copy of the action
items will be made available to Iridium. The CDR required by this
Milestone P-1 may be conducted as a part of the MTC Release 2 CDR.

12.4 QUALITY OF SERVICE AND CAPACITY ANALYSIS

Motorola shall analyze the quality of service and capacity impacts, if
any, on the Gateway and MTC Equipment expected from the
implementation of the Messaging Improvements features. Motorola shall
release a report (the "Messaging Improvements Quality of Service and
Capacity Report") internally at Motorola which details the results of
the analysis. A copy of the Messaging Improvements Quality of Service
and Capacity Report shall be made available to Iridium.

12.5 INTEGRATION AND TEST READINESS REVIEW (ITRR) - MILESTONE P-2

Motorola shall conduct a ITRR of the Messaging Improvements features
at Motorola's SATCOM facility in Chandler, Arizona. Iridium
representatives shall be offered the opportunity to attend this ITRR.
At the ITRR, Motorola shall review the status of the design of the
Messaging Improvements features, and shall establish specific action
items as a result of the review. This Milestone P-2 shall be deemed
completed when

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MOTOROLA CONFIDENTIAL PROPRIETARY

Motorola has held the ITRR and established a list of specific action
items resulting from the review. A copy of the action items will be
made available to Iridium. The ITRR required by this Milestone P-2
may be conducted as a part of the MTC Release * Test Readiness Review.

12.6 MAIS - MILESTONE P-3

Motorola shall modify, as required, the Messaging Air Interface
Specification (MAIS) to include appropriate documentation of the
Messaging Improvements features described herein. Motorola shall
provide one copy of such modified MAIS to Iridium which shall
constitute completion of this Milestone P-3.

12.7 LAB DEMONSTRATION - MILESTONE P-4

Motorola and Iridium shall jointly develop a Messaging Improvements
Laboratory demonstration plan. Motorola shall perform a demonstration
of the Messaging Improvements features. This demonstration will
address the * at the Messaging Infrastructure level. This
demonstration may be accomplished by testing, simulation, analysis, or
a combination thereof, in accordance with the demonstration plan. The
demonstration will be conducted in the Motorola test laboratory in
Chandler, Arizona, or at such other laboratory as may be specified by
Motorola not later than fifteen (15) days prior to the commencement of
the demonstration. Iridium representatives shall be offered the
opportunity to witness all demonstration activities and will be
notified no less than seven (7) calendar days prior to said
demonstration. Motorola shall prepare and release internally at
Motorola a report (the "Messaging Improvements Demonstration Report")
which details the results of the demonstration. A copy of the
Messaging Improvements Demonstration Report shall be made available to
Iridium. This Milestone P-4 shall be deemed completed upon: 1)
Iridium's receipt of Motorola's certification that the Messaging
Improvements features in this Milestone P-4 have been demonstrated in
accordance with the jointly developed demonstration plan to the
satisfaction of Motorola based upon commercially reasonable standards;
and 2) a jointly developed corrective action plan has been established
for those items found to be non-compliant with the demonstration plan.
The corrective action plan shall be completed within fifteen (15)
business days of completion of the demonstration. The demonstration
required by this Milestone P-4 may be conducted as a part of the
Messaging Infrastructure Integration & Test activities.

12.8 MILESTONES

The work under this Section 12.0 shall be performed, and Iridium shall
pay for such work, in accordance with the following Milestones:

- ---------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

49
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MOTOROLA CONFIDENTIAL PROPRIETARY

SCHEDULED
MS NO. MILESTONE DESCRIPTION COMPLETION DATE PRICE

P-1 Critical Design Review * *
P-2 Integration and Test Readiness * *
P-3 MAIS * *
P-4 Lab Demonstration * *

TOTAL *

12.9 Service Requirements, Assumptions and Conditions Precedent

The following items are assumptions underlying the Messaging
Improvements features and conditions precedent to the availability and
operation of the Messaging Improvements features and the work to be
performed by Motorola under this Section 12.0: The Messaging
Improvements will be implemented as part of * .

12.10 LIMITATIONS, RESTRICTIONS AND PERFORMANCE EXCLUSIONS

The following items are not included in Motorola's performance under
this Section 12.0, or are not included as a feature or functionality
of the Messaging Improvements, or are limitations to the Messaging
Improvements:

THIS PROPOSAL EXCLUDES ANY EFFORTS TO IMPLEMENT CHANGES IN THE ACTUAL
DESIGN OR IMPLEMENTATION OF THE IRIDIUM MESSAGE TERMINATION DEVICES
(MTD) AS A RESULT OF THESE MESSAGING IMPROVEMENTS, SINCE DESIGN AND
MANUFACTURE OF MTD IS NOT PART OF THE CONTRACT BETWEEN MOTOROLA AND
IRIDIUM.

- ---------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

50
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MOTOROLA CONFIDENTIAL PROPRIETARY

13.0 ENHANCED EMERGENCY CALL HANDLING (EECH)

13.1 SIM-LESS EMERGENCY CALLING

13.1.1 OVERVIEW

The SIM-less Emergency Calling feature for the System is an adaptation
of a GSM feature that allows a user to place an emergency call from a
mobile terminal notwithstanding that a SIM card, and hence subscriber
identification, is not present in the terminal.

13.1.2 DESIGN AND DEVELOPMENT OF SIM-LESS EMERGENCY CALLING

Motorola will design and develop Software *
to process an emergency call when a user places such emergency call
from an IRIDIUM mobile terminal without a SIM card in the terminal.
Such design shall be limited to the features described in Section 8 of
Appendix B to this SOW. Motorola shall also design the functional
interfaces and protocols which must be implemented in the System in
order to provide the SIM-less Emergency Calling functionality.
13.1.2.1 Documentation Modification

Motorola shall modify the documentation of the Gateway Equipment and
the Space Vehicles, including without limitation Motorola internal
specifications, interface control documents (ICDs), operations,
administration and maintenance manuals, training guides, and the
Gateway product description, as is reasonably necessary to document
the Software changes developed under this Section 13.0.

13.2 MULTIPLE EMERGENCY CODES SUPPORT

13.2.1 OVERVIEW

The Multiple Emergency Codes Support is an ISU feature that addresses
emergency calling requirements for countries having multiple emergency
codes (i.e. Japan). The ISU will recognize the multiple emergency
codes and perform an emergency call using teleservice 11. Emergency
call routing is handled by the SSS using the cell-based routing
feature. This requires that the actual codes be sent to the switch.

13.2.2 DESIGN AND DEVELOPMENT OF MULTIPLE EMERGENCY CODES SUPPORT

Motorola will design and test Software for the System which will allow
the ISU to set up an emergency call when a user places an emergency
call using a Multiple Emergency

- ---------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

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MOTOROLA CONFIDENTIAL PROPRIETARY

Code from an IRIDIUM mobile terminal with a SIM card in the terminal.
Such design shall be limited to the features described in Section 9 of
Appendix B to this SOW. Motorola shall also design the functional
interfaces and protocols which must be implemented in the System in
order to provide the Multiple Emergency Codes Support.

13.2.2.1 Documentation Modification

Motorola shall modify the documentation of the System, including
without limitation Motorola internal specifications, interface control
documents (ICDs), operations, administration and maintenance manuals,
training guides, and the Gateway product description, as is reasonably
necessary to document the System changes described under this Section
13.0.

13.3 ENHANCED EMERGENCY CALL HANDLING PDR - MILESTONE EECH-1

Motorola shall conduct a Preliminary Design Review (PDR) of the
SIM-less Emergency Calling and Multiple Emergency Codes Support
features at Motorola's SATCOM facility in Chandler, Arizona. Iridium
representatives shall be offered the opportunity to attend this PDR.
At the PDR, Motorola shall review the status of the design of the
features, and shall establish specific action items as a result of the
review. This Milestone EECH-1 shall be deemed completed when Motorola
has held the PDR and established a list of specific action items
resulting from the review. A copy of the action items will be made
available to Iridium.

13.4 ECS SRS (SOFTWARE REQUIREMENTS SPECIFICATION) TECHNICAL REVIEW
- MILESTONE EECH-2

Iridium shall be invited to attend a software review/inspection of the
SIM-less Emergency Calling Software Requirements specification.
Subsequent to the review, ILLC will be provided with the results of
the review/inspection as defined in the subcontractor's development
process. This Milestone EECH-2 shall be deemed completed upon the
internal release by Motorola of the review/inspection results.

13.5 ECS DELIVERY TO GATEWAY I&T - MILESTONE EECH-3

Motorola * shall deliver the SIM-less Emergency
Calling software feature to the Gateway I &T lab in Chandler, Arizona.
This Milestone EECH-3 shall be deemed completed upon acceptance of
such Software by SATCOM Gateway I & T.

- ---------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

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MOTOROLA CONFIDENTIAL PROPRIETARY

13.6 ENHANCED EMERGENCY CALL HANDLING LABORATORY
DEMONSTRATION - MILESTONE EECH-4

Motorola and Iridium shall jointly develop an Enhanced Emergency Call
Handling Laboratory demonstration plan. Motorola will perform a
demonstration to verify the SIM-less Emergency Calling and
Multi-Number Emergency Calling features. The demonstration may be
accomplished by testing, simulation, analysis, or a combination
thereof, in accordance with the demonstration plan. The demonstration
will be conducted in the Motorola test laboratory in Chandler,
Arizona, or at such other laboratory as may be specified by Motorola
not later than fifteen (15) days prior to the commencement of the
demonstration. Iridium representatives shall be offered the
opportunity to witness all demonstration activities and will be
notified no less than seven (7) calendar days prior to said
demonstration.

Motorola shall prepare and release internally at Motorola a report
(the "Enhanced Emergency Call Handling Demonstration Report") which
details the results of the demonstration. A copy of the Enhanced
Emergency Call Handling Demonstration Report shall be made available
to Iridium. This Milestone EECH-4 shall be deemed completed upon: 1)
Iridium's receipt of Motorola's certification that the SIM-less
Emergency Calling and Multi-Number Emergency Calling features in this
Milestone EECH-4 have been demonstrated in accordance with the jointly
developed demonstration plan to the satisfaction of Motorola based
upon commercially reasonable standards; and 2) a jointly developed
corrective action plan has been established for those items found to
be non-compliant with the demonstration plan. The corrective action
plan shall be completed within fifteen (15) business days of
completion of the demonstration.

13.7 INSTALLATION AND TEST OF ENHANCED EMERGENCY CALL HANDLING

Motorola shall install and test the SIM-less Emergency Calling and
Multi-Number Emergency Calling features into Gateway Equipment,
including Gateway Equipment which is operational within the System, as
a software upgrade under the GEPA pursuant to which such Gateway
Equipment was purchased. Motorola shall accomplish such installation
and testing in a fashion which seeks to minimize any interruption to
the operation of the Gateway Equipment to the extent reasonably
possible.

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MOTOROLA CONFIDENTIAL PROPRIETARY

13.8 MILESTONES

The work under this Section 13.0 shall be performed, and Iridium shall
pay for such work, in accordance with the following milestones:

SCHEDULED
MS NO. MILESTONE DESCRIPTION COMPLETION DATE PRICE

EECH-1 EECH PDR * *
EECH-2 ECS SRS Review * *
EECH-3 ECS delivery to GW I&T * *
EECH-4 EECH Laboratory Demonstration * *

TOTAL *

13.8 Service Requirements, Assumptions and Conditions Precedent

The following items are assumptions and conditions precedent to the
availability and operation of EECH features and the work to be
performed by Motorola under this Section 13.0:

- ---------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

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MOTOROLA CONFIDENTIAL PROPRIETARY

13.9 LIMITATIONS, RESTRICTIONS AND PERFORMANCE EXCLUSIONS

The following items are either not included in Motorola's performance
under this Section 13.0, are not included as a feature or
functionality of EECH, or are limitations EECH features.

- ---------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

55
82
MOTOROLA CONFIDENTIAL PROPRIETARY

- ---------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

56
83
MOTOROLA CONFIDENTIAL PROPRIETARY

- ---------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

57
84
MOTOROLA CONFIDENTIAL PROPRIETARY

14.4 MILESTONES

The work under this Section 14.0 shall be performed, and Iridium shall
pay for such work, in accordance with the following milestone:

MS NO. MILESTONE DESCRIPTION SCHEDULED COMPLETION DATE PRICE

L1 * Simulation Report and * * *
Demonstration Report internal
Motorola release

[YNH1]

- ---------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

58
85

APPENDIX A

GATEWAY TNDC PERFORMANCE OBJECTIVES

JUNE 20, 1997

- ----------------------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. By its Order
Granting Application Pursuant to Rule 406, dated June 9, 1997, the
Commission granted confidential treatment.

A-i
MOTOROLA CONFIDENTIAL PROPRIETARY

- ----------------------------------

A-1
MOTOROLA CONFIDENTIAL PROPRIETARY

- ----------------------------------

A-2
MOTOROLA CONFIDENTIAL PROPRIETARY

- ----------------------------------

A-3
MOTOROLA CONFIDENTIAL PROPRIETARY

- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. By its Order
Granting Application Pursuant to Rule 406, dated June 9, 1997, the
Commission granted confidential treatment.

A-4
MOTOROLA CONFIDENTIAL PROPRIETARY

- ----------------------------------

A-5
MOTOROLA CONFIDENTIAL PROPRIETARY

- ----------------------------------

A-6
MOTOROLA CONFIDENTIAL PROPRIETARY

- ----------------------------------

A-7
MOTOROLA CONFIDENTIAL PROPRIETARY

- ----------------------------------

A-8
MOTOROLA CONFIDENTIAL PROPRIETARY

- ----------------------------------

A-9
MOTOROLA CONFIDENTIAL PROPRIETARY

96
*

- ----------------------------------

A-10
MOTOROLA CONFIDENTIAL PROPRIETARY

- ----------------------------------

A-11
MOTOROLA CONFIDENTIAL PROPRIETARY

98
MOTOROLA CONFIDENTIAL PROPRIETARY

- ----------------------------------

A-12
MOTOROLA CONFIDENTIAL PROPRIETARY

- ----------------------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

A-13
MOTOROLA CONFIDENTIAL PROPRIETARY

100

- ----------------------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

A-14
MOTOROLA CONFIDENTIAL PROPRIETARY

101

- ----------------------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

A-15
MOTOROLA CONFIDENTIAL PROPRIETARY

102

APPENDIX A-1

- ----------------------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

A-16
MOTOROLA CONFIDENTIAL PROPRIETARY

103

- ----------------------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

A-16.1
MOTOROLA CONFIDENTIAL PROPRIETARY
104

- ----------------------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

A-16.2
MOTOROLA CONFIDENTIAL PROPRIETARY

105

- ----------------------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

A-16.3
MOTOROLA CONFIDENTIAL PROPRIETARY

106

- ----------------------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

A-16.4
MOTOROLA CONFIDENTIAL PROPRIETARY

107

- ----------------------------------

* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

A-16.5
MOTOROLA CONFIDENTIAL PROPRIETARY

108

THE IRIDIUM(R)
TERRESTRIAL NETWORK DEVELOPMENT CONTRACT

APPENDIX B

DESCRIPTION OF IRIDIUM SERVICES

109
Terrestrial Network Development Contract

APPENDIX B

1. INDEX OF TELEPHONY SERVICES AND FEATURES
The following list represents the set of system level services and
features that the Gateway will support.

1.1 BASIC TELESERVICES AVAILABILITY
SERVICE / FEATURE ------------
----------------- Release *
1. Telephony Release *
2. Emergency Calls

1.2 SUPPLEMENTARY SERVICES AVAILABILITY
SERVICE / FEATURE ------------
-----------------
Call Offering Supplementary Services
1. Call Forwarding unconditional (CFu) Release *
2. Call Forwarding On Mobile Subscriber Busy (CFb) Release *
3. Call Forwarding On No Reply (CFnr) Release *
4. Call Forwarding on mobile not reachable (CFNRc) Release *
Call Completion Supplementary Services
1. Call Hold (HOLD) Release *
2. Call Waiting (CW) Release *
Call Charging Supplementary Services
1. Advice of Charge Release *
2. Debit Card Release *
Call Restriction Supplementary Services
1. Barring of all Outgoing calls (BAOC) Release *
2. Barring of all Incoming Calls (BAIC) Release *
Community of Interest Supplementary Services
1. Closed User Group (CUG) Release *
Multi-Party Supplementary Services
1. Multi-Party Service (MPTY) Release *

1.3 BEARER SERVICES AVAILABILITY
SERVICE / FEATURE ------------
-----------------
Release *
* Release *
Release *
4. Automatic Facsimile (FAX) Release *

1.4 TELEPHONE FEATURES

1.4.1 BASIC TELEPHONY FEATURES AVAILABILITY
SERVICE / FEATURE ------------
-----------------
1. PLMN Subscription Release *
2. Mobility Release *
3. Charging Services Release *
4. Basic Identification Release *
5. Support of DTMF Release *
6. Multinumbering Release *
7. Single numbering Release *
8. Subscriber Identity Authentication Release *

- ----------------

B-2
MOTOROLA CONFIDENTIAL PROPRIETARY

110
Terrestrial Network Development Contract

APPENDIX B

9. Subscriber Identity Confidentiality procedures Release *
10. Announcements and Supervisory Tones Release *
11. IARSTAT (Inter-administrative Revenue Accounting Release *
* Release *
13. Basic International Mobile Equipment Identity (IMEI) Checking) Release *
* Release *

1.4.2 SUPPLEMENTARY TELEPHONY FEATURES AVAILABILITY
SERVICE / FEATURE ------------
-----------------
1. Attach / Detach Release *
2. VLR / HLR restoration according to GSM Phase II Release *
3. Intercept (basic) Release *
* Release *

- ---------------------

B-3
MOTOROLA CONFIDENTIAL PROPRIETARY

111
Terrestrial Network Development Contract

APPENDIX B

2. Index Messaging Services

2.1 BASIC DIRECTED MESSAGING SERVICES AVAILABILITY
SERVICE / FEATURE ------------
-----------------
1. Directed Message Service (DMS) Release *

2.1.1 DMS FEATURES AND SUPPLEMENTARY SERVICES AVAILABILITY
SERVICE / FEATURE ------------
-----------------
1. Subscriber Service Session Release *
2. Delivery Area Specification Release *
3. Message Recall / Message Retransmit Release *
Release *
Release *
* Release *
Release *
Release *

2.1.2 DMS VOICE MESSAGING SUPPLEMENTARY SERVICES AVAILABILITY
SERVICE / FEATURE ------------
-----------------
1. Subscriber Service Session Release *
2. Message Recall Release *
* Release *
Release *

2.2 TELEPHONY VOICE - MESSAGING AVAILABILITY
SERVICE / FEATURE ------------
-----------------
1. Enhanced Call Completion Release *
2. Telephony Voice Messaging Release *

2.2 TELEPHONY VOICE - MESSAGING SUPPLEMENTARY SERVICES AVAILABILITY
SERVICE / FEATURE ------------
-----------------
1. Subscriber Service Session Release *
2. Message Recall Release *
* Release *
Release *
5. Store and Forward Fax Release *

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3. DESCRIPTION OF IRIDIUM SUBSCRIBER SERVICES

3.1. BASIC SERVICES

1. Telephony
The service which provides the transmission of speech,
information and audible signaling tones of the PSTN / ISDN.

2. Emergency Calls

The Teleservice which provides a standardized access method to
Emergency calling services throughout all Iridium Gateways. In
addition, national emergency call numbers of PSTN/ISDN will be
usable from the ISU.

3.2 SUPPLEMENTARY SERVICES

Supplementary services offer enhancements to the basic call handling
functions offered on a per-subscriber basis. These services cannot be
offered as "stand-alone" services, but rather must supplement an
existing basic service

1. Call Forwarding Unconditional (CFU)

The supplementary service which permits a called mobile
subscriber to have the network send all incoming calls, or just
those associated with a specific Basic service, addressed to the
called mobile subscriber's directory number to another directory
number. The ability of the served mobile subscriber to
originate calls is unaffected. If this service is activated,
calls are forwarded no matter what the condition of the
termination.

2. Call Forwarding Mobile Subscriber Busy (CFB)

The supplementary service which permits a called mobile
subscriber to have the network send all incoming calls, or just
those associated with a specific Basic service, addressed to the
called mobile subscriber's directory number and which meet
mobile subscriber busy to another directory number. The ability
of the served mobile subscriber to originate calls is
unaffected. If this service is activated, a call is forwarded
only if the call meets mobile subscriber busy.

3. Call Forwarding on No Reply

The supplementary service which permits a called mobile
subscriber to have the network send all incoming calls, or just
those associated with a specific Basic service,

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addressed to the called mobile subscriber's directory number and
which meet no reply to another directory number. The ability of
the served mobile subscriber to originate calls is unaffected.
If this service is activated, a call is forwarded only if the
call meets no reply.

4. Call Forwarding on Mobile Subscriber Not Reachable (CFNRc)

The supplementary service which permits a called mobile
subscriber to have the network send all incoming calls, or just
those associated with a specific Basic service, addressed to the
called mobile subscriber's directory number, but which cannot be
reached due to radio congestion, no paging response or because
the subscriber is not registered, to another directory number.

5. Call Hold (HOLD)

The supplementary service which allows a served mobile
subscriber to interrupt communication on an existing call and
then subsequently, if desired, re-establish communication. The
traffic channel remains assigned to the mobile subscriber after
the communication is interrupted to allow the origination or
possible termination of other calls.

6. Call Waiting (CW)

The Call Waiting Service permits a mobile subscriber to be
notified of an incoming call (as per basic call procedures)
while the traffic channel is not available for the incoming
call. Subsequently, the subscriber can either accept, reject,
or ignore the incoming call.

7. Advice of Charge (AoC)

This service provides the means by which the ISU may indicate an
accurate estimate of the charge that will be made for the use of
telecommunication services. Advice of Charge - Charge level is
intended for applications where the user is generally not the
subscriber but is known to the subscriber, and where the user
pays the subscriber, rather than the Gateway Operator or
alternatively where the charge information service supports
another feature (i.e. debit card or Payphone). While such
features are specified as part of the mobile station, the Advice
of Charge feaure - Charge level provides system support of these
mobile station features.

8. Barring of Outgoing Calls (BAOC)

The supplementary service which makes it possible for a mobile
subscriber to prevent all outgoing calls or just those
associated with a specific Basic service. The ability of the
served mobile subscriber to receive calls remains unaffected.
The ability to set-up emergency calls remains unaffected.

9. Barring of all Incoming Calls (BAIC)

The supplementary service which makes it possible for a mobile
subscriber to prevent all incoming calls or just those
associated with a specific Basic service. The ability of the
served mobile subscriber to originate calls remains unaffected.

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10. Closed User Group (CUG)

The supplementary service which provides the possibility for a
group of subscribers, connected to the IRIDIUM system and/or the
ISDN, to intercommunicate only among themselves and, if
required, one or more subscribers may be provided with
incoming/outgoing access to subscribers outside this group.

11. MultiParty Service (MPTY)

The supplementary service which provides a mobile subscriber
with the ability to have a multi-connection call, (i.e. a
simultaneous communications) between up to * parties.

3.3 BEARER SERVICES

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2. Facsimile Service (FAX)

The Bearer service which allows the connection and operation of
Facsimile (FAX) apparatus (send and/or receive) to the IRIDIUM
Subscriber Units of the IRIDIUM system. Facsimile connections
may be established between a mobile subscriber in the IRIDIUM
network to or from * apparatus in the PSTN or the ISDN.
Connections to or from other types of facsimile apparatus in the
fixed network will also be possible using the appropriate
interworking functions of the PSTN and/or ISDN if provided. The
Facsimile service in the IRIDIUM network is implemented as a
Store and Forward service only.

3.3.1. BASIC FEATURES

The following features are used to support basic telephony.

1. PLMN Subscription

The subscription function permits participation in teleservices
by the mobile subscriber and is provide for by the subscriber's
Home Gateway.

2. Mobility

This function provides for the possibility of mobile
subscriber's to roam in large areas within a Gateway or to roam
from one Gateway area to another, initiating a location update
procedure when it is recognized that the mobile has changed
locations.

3. Charging Services

This function comprises the task of obtaining all mobile
subscriber call detail information required to determine
charges. Formatting these data items into billing

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records is provided at the appropriate time after the
termination of each mobile subscriber telecommunication service.

4. Basic Identification

5. Support of DTMF

This function allows DTMF tone signaling to be passed reliably
in either direction (Mobile to Land, Land to Mobile, Mobile to
Mobile) during an established call.

Dual Tone Multi Frequency (DTMF) is an in-band one out of four
plus one out of four signaling system, primarily used from
terminal instruments in telecommunication networks. The
international recommendations which apply are CEPT
recommendations T/CS 34-08 (sender) and T/CS 46-02 (receiver)
and domestic standards CCITT Q.22 through Q.25.

6. Multinumbering

One or more (e.g. a set) of MSISDN numbers can be assigned to
one mobile subscriber. Each MSISDN can be associated with a
specific Bearer Service capability (e.g. MSISDNx = FAX, MSISDNy
= voice).

7. Single numbering

A single MSISDN can be associated with one mobile subscriber for
Voice, Data and Facsimile services (e.g. MSISDNx = voice, data
and FAX). Calls utilizing a specific

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service can be delivered to an Iridium mobile subscriber using a
single MSISDN provided the call originated from either another
Iridium mobile subscriber (e.g. mobile to mobile call) or from a
fixed network that provides Bearer Service capability
information upon call setup (e.g. calls oroginating only from an
ISDN).

8. Subscriber Identity Authentication

Subscriber identity (IMSI) authentication is the corroboration
by the land-based part of the system that the subscriber
identity (IMSI or TMSI), transferred by the mobile subscriber
within the identification procedure at the radio-path, is the
one claimed.

9. Subscriber Identity Confidentiality procedures

10. Announcements and Supervisory Tones

11. IARSTAT (Inter-administrative Revenue Accounting)

The IARSTAT is used for call accounting in Inter Administrative
Network Traffic between the IRIDIUM network and other networks.
This function contains all basis procedures for the switching
subsystem including coordinating control functions, security and
operating functions.

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13. Basic International Mobile Equipment Identify (IMEI) Checking

IMEI checking is utilized to guard against the usage of stolen
mobile station equipment or mobile station equipment for which
the use in the IRIDIUM Telecommunications Network can not or no
longer be tolerated for technical reasons (e.g. degraded
functionality of the mobile station such that interference to
the network could result).

3.3.2. SUPPLEMENTARY TELEPHONY FEATURES

Although not necessary for the support of basic telephony (e.g.
"POTS"), the following system features will be supported.

1. Attach / Detach

2. VLR/HLR restoration according to GSM Phase II

Updated procedures (GSM Phase II) provide enhanced VLR / HLR
restoration procedures through the ability to retrieve mobile
subscriber information from the HLR

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without triggering an location update. The result is a
reduction of usage of network resources. Specification for
Phase II restoration are according to GSM 03.07.

3. Intercept

This service provides the ability for Authorized Agencies (e.g.
Police, secret services, etc.) to monitor mobile subscribers in
the IRIDIUM telecommunications network. Monitoring applies to
network clients (subscribers in their home Gateway) as well as
to foreign "roamers". Monitoring is accomplished within the
gateway where the Intercept feature is invoked by

The provision of the Monitoring Center equipment is the
responsibility of the monitoring agent.

5. Debit Card

This feature provides a pre-paid, realtime debit service which
allows users of the Iridium telecommunications system to
purchase airtime and other related call charges in packages of
incremental sizes (based in minutes of usage). The Debit Card
functionality must be provided through the Iridium Subscriber
Unit and is supported at the network and Gateway level by other
telephony Supplementary features (e.g. Advice of Charge).

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4. MESSAGING SERVICES

IRIDIUM Messaging Services can be categorized by those available to messaging
subscribers and those available to telephony subscribers. These messaging
services are supported by the Messaging Infrastructure. Some depend on the
existence of Telephony services to be utilized, while others are dependent on
basic Messaging Services. The delivery mechanism of the two categories of
messaging services varies also and will be described in the appropriate
delivery sections.

Basic Messaging services are those services providing the complete capability
for Messaging communications between users according to protocols established
by design and agreement between network operators and Service Providers.
Supplementary Services modify or supplement a basic service. Supplementary
services cannot be offered to an IRIDIUM subscriber as a stand-alone service.
They must be offered in association with a basic service. The same
supplementary service may be applicable to a number of Messaging services.

4.1. DIRECTED MESSAGING SERVICES FOR MESSAGING SUBSCRIBERS

4.1.1. BASIC DIRECTED MESSAGE SERVICE (DMS)

Directed Messaging Service, or DMS , is a unidirectional service which
allows for the origination and delivery of numeric and alphanumeric
messages to Message Termination Devices (MTDs, aka-pages). Callers
desiring to originate a message to a messaging subscriber must access
the Messaging Infrastructure and identify the messaging subscriber and
the desire service. Origination session types supported are voice
connection and data connection. Dual Tone Multi-Frequency (DTMF) is
required for origination and access sessions via a voice connection.
Input devices for data connections include some type of computer
terminal or remote entry device (e.g. Alphamate). The first
operational system will limit numeric messages to 20 4-bit BCD digits
and alphanumeric messages to 464 bits of character information maximum
with an average of 320 bits of character information. The Gateway
Messaging Subsystem will be designed to support alphanumeric messages
up to * (e.g. * characters). The encoding currently supported for
alphanumeric messages is * which translates to * characters maximum
and * characters average. The messages are stored for later
reference if needed and delivered to a location specified by the
subscriber.

4.1.2. DMS FEATURES & SUPPLEMENTARY SERVICES

If provisioned for Directed Messaging Basic Service, the following features are
provided and the supplementary services are available for subscription. Once
subscription is complete, the subscriber has control of activating and
deactivating the supplementary services and accessing features.

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1. Subscriber Service Section

The Subscriber Service Session (SSS) feature provides for
mailbox maintenance and profile management by the subscriber.
The session is password protected, thereby only permitting
service to authorized users. Profile management includes
password setting, delivery area specification, greeting
recording, default language specification for prompts and
enunciating numeric messages, and service settings.

2. Delivery Area Specification

The location of where DMS messages need to be delivered must be
known to the system prior to delivery. The delivery area is
specified by selecting one or multiple * Message
Delivery Areas (MDAs) from a predefined set of MDAs. Each MDA
specifies an area on the globe. The range of MDAs is *.

Typically the subscriber sets the delivery area via a Subscriber
Service Session (SSS) or via a Service Provider.

It is the responsibility of the Service Providers to provide the
MDA definition information to their subscribers.

3. Message Recall/Message Retransmit

Message Recall / Message Retransmit service is a DMS feature
that allows the subscriber to inspect the DMS messages in his
mailbox. The system has the capability to retransmit all
messages in the mailbox to the subscriber's MTD, and to
enunciate (in the subscriber's default language), via a voice
connection, the numeric messages. All deposited messages are
statused as to the deposit date and time, message class (urgent,
normal), plus the sequence number of the message.

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4.1.3. DMS VOICE MESSAGING

The Voice Messaging (VM) service is a supplementary service
which allows the ability to record, store, retrieve and
manipulate spoken messages. All VM messages are recorded
accurately and allow a caller to leave detailed information in
their own voice, with all the inflections and tonal qualities
which this form of communications allows.

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The Messaging Infrastructure can support DMS VM notifications up
to * bits (e.g. * characters). The first operational system will
limit DMS VM numeric notifications to 20 4-bit BCD digits and
alphanumeric notifications to * of character information
(i.e. * characters).

4.1.4. DMS VOICE MESSAGING SUPPLEMENTARY SERVICES

1. Subscriber Service Session

The Subscriber Service Session (SSS) feature provides for
mailbox maintenance and profile management by the subscriber.
The session is password protected, thereby only permitting
services to authorized users. Profile management includes
password setting, delivery area specification for notifications,
greeting and voice signature recording, default language
specification for prompts, and service settings.

2. Message Recall

Message Recall service is a VM feature that allows the
subscriber to listen to the VM messages in this mailbox. All
deposited VM messages are statused as to the deposit date and
time, and message class (urgent, normal).

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4.2. TELEPHONY VOICE - MESSAGING

1. Enhanced Call Completion

Enhanced Call Completion service is a feature of the IRIDIUM
telephony service and is intended to be offered to every IRIDIUM
telephony user. Enhanced Call Completion service permits a
called IRIDIUM telephony subscriber to be informed via a message
from the caller when an incoming call addressed to the called
mobile subscriber's directory number met the telephony
definition of "not reachable". In operation, ECC service is
invoked as the result of a failure to reach an ISU (mobile
terminated call) due to the telephony condition "mobile
subscriber not reachable". It allows a caller to input a 20
digit message to be delivered to the telephony subscriber.

Although this service utilizes the call forwarding supplementary
services of telephony, the subscriber will not be required to
subscribe to call forwarding for ECC service. If the telephony
subscriber desires to explicitly use call forwarding services
(for other purposes such as forwarding on busy to Voice
Messaging), the subscriber must subscribe to call forwarding.

The Enhanced Call Completion message is delivered to the ISU
subscriber in the same location as is currently identified for
that subscriber's telephony service

Precedence is given to normal IRIDIUM telephony call forwarding
services over those of ECC. If the subscriber explicitly
forwards his calls on "not reachable" to another number or to
his Voice Messaging, these take precedence over ECC. Only the
deactivation of the explicit call forwarding will reactivate
ECC. A call normally forwarded for telephony will not be
forwarded to the ECC service, no matter what the number of
forwardings may be.

2. Telephony Voice Messaging

The Voice Messaging (VM) service is supplementary service which
allows the ability to record, store, retrieve and manipulate
spoken messages. All VM messages are recorded accurately and
allow a caller to leave detailed information in their own voice,
with all the inflections and tonal qualities which this form of
communications allows.

Telephony VM notifications are delivered to telephony
subscribers on their mobile stations (ISUs). The Messaging
Infrastructure can support Telephony VM notifications up to *
(i.e. * characters). The first operational system will limit
Telephony VM notification messages to * (i.e. * characters),
either numeric or alphanumeric.

4.2.1. TELEPHONY VOICE MESSAGING SUPPLEMENTARY SERVICES

1. Subscriber Service Session

The Subscriber Service Session (SSS) feature provides for
mailbox maintenance and profile management by the subscriber.
The session is password protected, thereby

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only permitting services to authorized users. Profile
management includes password setting, delivery type
specification for notifications, destination address (MTD or
ISU), greeting and voice signature recording, default language
specification for prompts, and service settings. The
destination address (MTD or ISU) is customizable via the Service
Provider.

2. Message Recall

Message Recall service is a VM feature that allows the
subscriber to listen to the VM messages in his mailbox.

5. Store and Forward Fax

Fax transmission between ISU and PSTN users, and between ISU and
ISU users, employs a two-stage store and forward approach. PSTN
users can use their current analog (i.e., 2 wire) * machines.

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5. IRIDIUM CELLULAR ROAMING SERVICE (ICRS)

5.1 Feature Description

The ICRS will provide System subscribers, GSM subscribers and IS-41
subscribers with the ability to roam between such networks using a
single telephone number. Under this Contract, Motorola will develop
certain portions of the ICRS as set forth in this Section 5. The ICRS
features developed by Motorola under this Contract will be implemented
by the design and development of the IIU and by adding features to the
Gateway Equipment software. These features will support the
translation and interworking of relevant Mobile Application Part (MAP)
messages between IS-41, GSM and the System in the following
combinations:

(1) System homed subscribers, roaming on GSM

(2) System homed subscribers, roaming on IS-41

(3) GSM homed subscribers, roaming on the System

(4) GSM homed subscribers, roaming on IS-41

(5) IS-41 homed subscribers, roaming on the System

(6) IS-41 homed subscribers, roaming on GSM

(Support of PDC interworking is provided only via basic SS7
call forwarding capabilities inherent in the PDC network and supported
by basic System call processing functionality).

These features will *

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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

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6. Messaging / Telephony Location Interworking (MTLI)

6.1 Feature Description

MTLI is a feature which will enable the System to correlate the location of an
System messaging subscriber with the location of that subscriber's most recent
registration of the subscriber's * . The MTLI feature would allow
delivery of the directed messages to an System subscriber's MTD in the same
location as is currently identified for that subscriber's telephony service.
This feature eliminates the need for a System messaging subscriber, who is also
provisioned for telephony service, to explicitly tell the messaging system
where the directed messages are to be delivered when the subscriber roams.
* . Also, for the feature to work, the phone must be
periodically turned on when roaming in order for the proper location of the
subscriber to be determined.

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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

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6.2. Service Requirements, Assumptions and Conditions Precedent

The following items are assumptions underlying the MTLI features and
conditions precedent to the availability and operation of such
features:

7. Enhanced Call Intercept (ECI)

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8.0. Enhanced Emergency Call Handling

8.1 SIM-less Emergency Calling

SIM-less Emergency Calling is a feature of the Global System for
Mobile Communications (GSM) that allows a user to place an emergency
call from a mobile terminal notwithstanding that a SIM card, and hence
subscriber identification, is not present in the terminal. This GSM
feature will be adapted for the System and can be supported on a
country per country basis. The specific functionality that will be
provided in SIM-less Emergency Calling for the System is as follows:

1. Emergency service based on teleservice 12 shall be offered to
subscribers with a valid SIM card, with an invalid SIM card, and to
mobile stations (ISUs) without SIM cards, in areas where teleservice
12 emergency service is supported. This covers "Worldwide emergency
code" dialing and "Alternate emergency code" dialing (e.g., 911 in
the U.S. with the presence of a SIM card.)

2. Emergency service based on teleservice 11 shall be offered to
subscribers with a valid SIM card in accessible areas. This covers
"Multiple emergency codes," provided the SIM card contains these codes
and the ISU recognizes them as emergency codes which may be different
from country to country. This also covers the "Worldwide emergency
code" dialing and "Alternate emergency codes" dialing if teleservice
11 is supported.

3. In areas where both teleservice 11 and teleservice 12 are
supported, both teleservice 11 and teleservice 12 will be allowed by
the network. An ISU with a valid SIM

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pursuant to Rule 406 of the Securities Act of 1933.

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card on "Worldwide emergency code" and "Alternate emergency code"
dialing shall choose teleservice 12 to avoid security checks.

8.1 Multiple Emergency Code Support

1. The SIM card will have file(s) containing subscriber's home
multiple emergency codes.

2. The ISU, with the presence of SIM, will recognize the multiple
emergency codes and perform the dialing digit translation
accordingly. The ISU will use the resulting digits to setup
an emergency call using teleservice 11.

3. The SSS will perform location dependent routing for
teleservice 11 emergency calls. *

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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.

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DESCRIPTION OF GATEWAY MANAGEMENT FUNCTIONAL AREAS

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C1.0 GATEWAY MANAGEMENT FUNCTIONAL AREAS

Gateway Network Management features are provided to support the
following categories of functions:

- Performance Management provides functions to collect, evaluate
and report on the performance of the Gateway and the
effectiveness of the Gateway Subsystems

- Fault Management is a set of functions that enable the
detection, isolation, correction, and presentation of abnormal
operation of the Gateway and its Subsystems

- Configuration Management provides functions to exercise control
over, identify, collect data from, and provide data to Gateway
Subsystems

- Accounting Management provides a set of functions that enable
the use of Network services to be measured and the costs of
such use to be determined

- Security Management provides functions to protect the Gateway
from unauthorized access and/or control

While all of these categories must be supported by the Gateway, the
features which support these categories will vary in the degree of
automation.

In general, the Gateway will require an operations staff that can use
these features to operate. The degree of automation will depend on
need, schedule, and budget constraints of the cooperating operational
systems in the network (e.g., SCS, GBS, Gateway).

C2.0 GATEWAY FEATURES RELATED TO NETWORK OA&M

The following features will be supported by the Gateway, which in turn
can be used to support network level operations (i.e., the interactions
of the GW with other segments of the network such as SCS & GBS--Gateway
Business System). It is assumed that the Gateway Business System (GBS)
will be available to SATCOM *

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C2.1 GATEWAY CONFIGURATION MANAGEMENT SERVICES--RELATED TO NETWORK O&M
- Gateway status data (GW-STATD) (Rel *)
- Asynchronous Gateway status change propagation to SCS and/or GBS (Rel *)
- Network status data (NW-STATD) (Rel *)
- Gateway configuration data received from SCS and/or GBS (Rel *)
- Direct Gateway configuration by SCS and/or GBS via Remote Login (Rel *)
- Gateway inventory management (Rel *)

C2.2 GATEWAY FAULT MANAGEMENT SERVICES--RELATED
TO NETWORK O&M
- Gateway Fault propagation to SCS and/or GBS (Rel *)
- Trouble tickets and maintenance tickets (Rel *)
- Direct Fault and maintenance support from SCS and/or GBS via Remote (Rel *)
Login
- Test procedure requests by SCS and/or GBS via Maintenance Orders (Rel *)

C2.3 GATEWAY PERFORMANCE MANAGEMENT SERVICES--RELATED
TO NETWORK O&M
- Gateway performance and workload data (GPWD) propagation to SCS (Rel *)
and/or GBS
- Standard performance reports (Rel *)
- Custom performance reports (Rel *)
- Performance Measurement Thresholding (Rel *)
- SCS and/or GBS access to performance reports via Remote Login (Rel *)

C2.4 GATEWAY ACCOUNTING MANAGEMENT SERVICES--RELATED TO
NETWORK O&M
- Notification of CDR availability on a scheduled basis to SCS
and/or GBS (Rel *)
- Requested CDR propagation_ to SCS and/or GBS (Rel *)
- Asynchronous HCDR propagation_ to SCS and/or GBS (Rel *)

C2.5 GATEWAY SECURITY MANAGEMENT SERVICES--RELATED TO
NETWORK O&M
- Management User access control (Rel *)
- Management User authentication (Rel *)
- Management User authorization (Rel *)
- Security monitoring (Rel *)

C3.0 GATEWAY FEATURES RELATED TO LOCAL OA&M
The following features will be supported by the Gateway, and are used
to support local operations of the Gateway.

C3.1 GATEWAY LOCAL O&M SERVICES - CM
- Local configuration data generation (Rel *)
- Network and local configuration data download (includes software and (Rel *)
control data)
- Direct device configuration (via Pass-Thru) (Rel *)
- Subscriber configuration (Rel *)
- Equipment status (Rel *)
- Inventory management (Rel *)
- Backup, recovery, and archiving (Rel *)
- GW-STATD calculation and reporting (Rel *)

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C3.2 GATEWAY LOCAL O&M SERVICES - FM
- Fault detection, notification, and isolation (Rel *)
- Fault circumvention and/or correction (Rel *)
- Execution of audits and diagnostics (on-demand and scheduled) (Rel *)
- Fault logging, presentation, and updating (Rel *)
- Trouble tracking (Rel *)
- Maintenance scheduling (Rel *)

C3.3 GATEWAY LOCAL O&M SERVICES - PM
- Performance data collection and reporting (Rel *)
- Performance data analysis (Rel *)
- Scheduled and on-demand collection and reporting (Rel *)
- Standard and Custom report generation (Rel *)
- Threshold monitoring and generation (Rel *)
- GPWD determination and reporting (Rel *)

C3.4 GATEWAY LOCAL O&M SERVICES - AM
- CDR generation, output, monitoring and storage (Rel *)
- HCDR generation, output, monitoring and storage (Rel *)

C3.5 GATEWAY LOCAL O&M SERVICES - SM
- Management User access control (Rel *)
- Management User authentication (Rel *)
- Management User authorization (Rel *)
- Management Security monitoring (Rel *)

C3.6 GATEWAY O&M SERVICES TO SUPPORT MESSAGING
- Update Appropriate O&M Services as Required (Rel *)

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C-3

MOTOROLA CONFIDENTIAL PROPRIETARY