Pursuant to 17 CFR 240.24-b, confidential information has been omitted in places marked "[***]" and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission Statement of Work # Desert Campaign Testing Phase

Exhibit 10.1

Pursuant to 17 CFR 240.24-b, confidential information has been omitted in places marked “[***]”

and has been filed separately with the Securities and Exchange Commission pursuant to a

Confidential Treatment Application filed with the Commission

Statement of Work #             

Desert Campaign Testing Phase

1. INTRODUCTION

This Statement of Work # (“SOW”) is made this      day of March 2009 by and between Elektrobit Inc. (“Elektrobit” or “EB”) and TerreStar Network Inc. (“TerreStar” or “TSN”) for the PDA reference phone testing (“Handset”) against the TerreStar Satellite Network and is covered by Master Development and Licensing Agreement between Elektrobit and TerreStar dated August 10, 2007, as amended (“Agreement”).

2. REFERENCES

[1] Statement of Work Mininet Campaign Testing Phase

[2] Desert Campaign handset Test Procedures (EB)

[3] FCC test requirement 25.252 & 25.149 for ATC (TSN)

[4] Test team travel schedule (EB) (Desert Campaign Travel Costs 0.0.2.xls)

[5] Desert Campaign SOW WBS 0.0.10.xls

3. PROJECT OVERVIEW

At the time of writing this SOW, the TerreStar-I Satellite launch is scheduled for 28th of May, 2009 and TSN has estimated that available handset testing period is 15 days after the launch and will last 4 days. The schedule for this project will be adjusted per the actual satellite launch.

The purpose of this SOW is to define a scope of work for EB to develop, finalize and document first VOIP handset testing procedure against Terrestar-I satellite. This procedure shall be verified with TSN team.

The objectives of this SOW are divided to the following work packages (WP):

WP1- [***]

The WP1 include a preparation work for Desert Campaign test period.

There are following preconditions for WP1:

[***]

In this Work Package, EB shall:

[***]

EB shall nominate team members and a main point of contact or PM for desert campaign testing at M0.

TerreStar shall:

[***]

The goals for this WP are following:

[***]

WP2- [***]

The WP2 include [***].

There are two preconditions for WP2:

[***]

In this Work Package, EB shall:

[***]

The goals for this WP are following:

[***]

WP3- Desert Campaign summary and reporting

The WP3 include reporting and data review work.

In this Work Package, EB shall:

[***]

The goal for this WP is as following:

[***]

4. PERIOD OF PERFORMANCE

Based on the planned schedule this work will extend for a period of approximately [***] .

5. SCHEDULE

The following table includes the target schedule for Desert Campaign testing activities.

[***]

6. TERRESTAR FURNISHED ITEMS

The following table list Terrestar furnished items to Elektrobit which originate from Program Parties or 3 ^rd Parties.

Desert C