Statement of Work # StarComm Product Implementation Phase

Exhibit 10.2

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 #             

StarComm Product Implementation Phase

1. INTRODUCTION

This Statement of Work # (“SOW”) is made this      day of April 2009 by and between Elektrobit Inc. (“Elektrobit” or “EB”) and TerreStar Networks Inc. (“TerreStar” or “TSN”) for the StarComm (Commercial ATC/SAT PDA) product development implementation phase (milestones M1-M2) activities, and is covered by Master Development and Licensing Agreement between Elektrobit and TerreStar dated August 10, 2007, as amended (“Agreement”). Capitalized terms that are not otherwise defined in this SOW have the meaning defined in the Agreement.

2. PROGRAM OVERVIEW

The main objective of the Commercial ATC/SAT PDA program (hereafter referred to as “StarComm”) is to specify, design, develop and validate the commercial PDA capable of operating on the TerreStar’s S-band network, [***].

The StarComm Product development is a joint effort between [***], who collectively will be referred to in this SOW as the “Program Parties”.

TerreStar has the responsibility to define product requirements, operator service definitions and to accept Industrial Design (ID) and specifications to be used for the StarComm Product and their shipments. In addition TerreStar and EB shall define overall requirements for product demand-supply concept and accept the final procedure. When design is verified prior to commercial production, Terrestar shall review and approve the cosmetic design of the device including logoing and other external messaging.

Elektrobit is responsible for product main system integration, design validation and manufacturing. Hughes is responsible to provide satellite modem hardware (excluding satellite RF) and satellite modem software as well as satellite testing systems to be used in product development.

The main input document for the StarComm product development is the TerreStar Commercial PDA Phone Product Description (Starcomm Commercial Phone Product Description.doc, v2.4.0, Jan 30, 2009) and TerreStar Requirement Specification (StarComm Requirements.xls, v1.0, Mar 25, 2009) which are mutually approved by TerreStar and Elektrobit at M1 milestone and the changes to these documents are also mutually agreed using the Change Management Process.

Elektrobit will clarify requirements and specifications for the StarComm Product according to product and testing requirements received from TerreStar and through consultation with the Program Parties.

This SOW covers the items for the [***].

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The work packages, representing the work effort of development activities, are following:

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WP1: [***]

This work package includes tasks to be performed by EB during the [***] for the following activities:

[***]

WP2: [***]

This work package includes [***] including

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The following documents are used as baseline for the execution of the tasks with this work package between M1 and M2 milestones. The documents are approved by EB and TerreStar at M1 milestone. All changes to the tasks, documents or product must be mutually agreed between EB and TerreStar. Documents are updated according to corresponding changes.

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WP3: [***]

This work package includes [***] with the following tasks

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The following documents are used as baseline for the execution of the tasks with this work package between M1 and M2 milestones. The documents are approved by EB and TerreStar at M1 milestone. All changes to the tasks, documents or product must be mutually agreed between EB and TerreStar. Documents are updated according to corresponding changes.

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WP4: [***]

This work package includes [***]. The listed documents are used as baseline for the execution of the tasks with HW, mechanics and SW implementation between M1

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and M2 milestones. The documents are approved by EB and TerreStar at M1 milestone. All changes to the tasks, documents or product must be mutually agreed between EB and TerreStar. Documents are updated according to corresponding changes.

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WP5: [***]:

EB performs [***]. The following documents are used as baseline for the execution of the tasks with verification, validation (including Terrestar User Acceptance Testing) and pre-operator testing implementation between M1 and M2 milestones. [***]. The documents below were approved by EB and TerreStar within the M1 development effort. All changes to the tasks, documents or product must be mutually agreed between EB and TerreStar. Documents are updated according to corresponding changes.

[***]

WP6: [***]

This work package includes tasks for [***].

The listed documents are used as baseline for the execution of the tasks with this work package between M1 and M2 milestones. The documents are approved by EB and TerreStar at M1 milestone. All changes to the tasks, documents or product must be mutually agreed between EB and TerreStar. Documents are updated according to corresponding changes.

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3. PERIOD OF PERFORMANCE

Based on the planned schedule the period of performance for work to be performed by EB under this SOW is approximately [***].

4. SCHEDULE

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The following table includes the target schedule for StarComm product development. In addition to main milestones (M1, M2) there are several review milestones, where a separate TSN review and decision is needed for the further actions after the corresponding review milestone (e.g. decision for related investment). EB shall schedule a review of these critical milestone documents at most 3 days after release to TerreStar and shall receive signoff from Terrestar within 7 days of release to TerreStar (unless issues are unresolved at that time).

StarComm Product development program target milestone schedule

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5. TERRESTAR FURNISHED ITEMS

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

StarComm Product program implementation phase, Terrestar Furnished Items:

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