REVOCABLE PROXY 

                         ORION NETWORK SYSTEMS, INC. 
         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 

     The   undersigned   stockholder  of  Orion  Network   Systems,   Inc.  (the
"Corporation") hereby appoints John G. Puente, W. Neil Bauer, David J. Frear and
Richard H. Shay, or any of them, attorneys and proxies of the undersigned,  with
full  power of  substitution  and with  authority  in each of them to act in the
absence of the other,  to vote and act for the  undersigned  stockholder  at the
Special Meeting of Stockholders to be held at 9:00 a.m.,  local time, on January
30, 1997, at 2440 Research Boulevard, Suite 400, Rockville, Maryland, and at any
adjournments thereof, upon the following matters:

Proposal  1:  Ratification  of the  Agreement  and Plan of  Merger,  dated as of
January 8, 1997,  among  Orion  Network  Systems,  Inc.  ("Orion"),  Orion Newco
Services,  Inc. ("Orion Newco"), a newly formed Delaware corporation,  and Orion
Merger  Company,  Inc., a newly formed  Delaware  corporation and a wholly owned
subsidiary of Orion Newco, and the transactions contemplated thereby. 
[  ] FOR [  ]AGAINST [  ] ABSTAIN

Proposal 2: Approval and adoption of the Section 351 Exchange Agreement and Plan
of Conversion,  dated as of June 1996, as amended,  among Orion, Orion Satellite
Corporation,  a Delaware  corporation that is a wholly owned subsidiary of Orion
and the sole general partner of International Private Satellite Partners,  L.P.,
a Delaware  limited  partnership  ("Orion  Atlantic"),  and each of the existing
limited  partners  of Orion  Atlantic  other than  Orion,  and the  transactions
contemplated thereby. [  ] FOR [  ]AGAINST [  ] ABSTAIN

Proposal 3: Approval of the Debenture Investments,  among Orion, Orion Newco and
each of British Aerospace Holdings, Inc. and Matra Marconi Space UK Limited. [ ]
FOR [ ]AGAINST [ ] ABSTAIN


This proxy  will be voted as  directed  by the  undersigned  stockholder.  IF NO
DIRECTION  IS  GIVEN,  THIS  PROXY  WILL BE VOTED FOR  PROPOSALS  1, 2 AND 3. In
addition,  this proxy may be voted upon such other business as may properly come
before the Special Meeting or any adjournments or  postponements  thereof as may
be  determined  by a  majority  of  the  Corporation's  Board  of  Directors.The
undersigned  stockholder may revoke this proxy at any time before it is voted by
delivering to the Secretary of the  Corporation  either a written  revocation of
the proxy or a duly executed  proxy bearing a later date, or by appearing at the
Special  Meeting  and  voting in  person.  The  undersigned  stockholder  hereby
acknowledges   receipt   of   notice   of  the   Special   Meeting   and   Proxy
Statement/Prospectus  dated  January  5, 1997 and  hereby  revokes  any proxy or
proxies heretofore given.

     If you receive  more than one proxy card,  please sign and return all cards
in the accompanying envelope.

              (Continued and to be dated and signed on reverse side) 

                           (Continued from other side) 

     PLEASE  MARK,  DATE AND SIGN THIS PROXY AND RETURN IT  PROMPTLY TO ENSURE A
QUORUM AT THE  SPECIAL  MEETING.  IT IS  IMPORTANT  WHETHER  YOU OWN FEW OR MANY
SHARES. DELAY IN RETURNING YOUR PROXY MAY SUBJECT ORION TO ADDITIONAL EXPENSE.

Date:   , 1997 
                         (Signature of Stockholder or 
                          Authorized Representative) 
                                 (Print name) 

     Please  date  and sign  exactly  as name  appears  hereon.  Each  executor,
administrator,  trustee,  guardian,  attorney-in-fact and other fiduciary should
sign and indicate his or her full title.  In the case of stock  ownership in the
name of two or more persons, both persons should sign.

  [  ] I PLAN TO ATTEND THE JANUARY 30, 1997 SPECIAL STOCKHOLDERS MEETING