Master Development and Licensing Agreement

Exhibit 10.4

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 #         

Mininet Campaign testing Phase

1. INTRODUCTION

This Statement of Work # (“SOW”) is made this      day of December 2008 by and between Elektrobit Inc. (“Elektrobit” or “EB”) and TerreStar Network Inc. (“TerreStar” or “TNS”) for the PDA reference phone testing against the Mininet system, and is covered by Master Development and Licensing Agreement between Elektrobit and TerreStar dated August 10, 2007, as amendment (“Agreement”).

2. REFERENCES

[1] Starbase AS-NAS 5bcd Integration Camp Test Specification.doc

[2] Stargate Mininet Campaign RF&HW Test Plan.doc

[3] Stargate Mininet Campaign Application Level Test Specification.doc

3. PROJECT OVERVIEW

At the time of writing this SOW, the Satellite launch is scheduled to June 2009. Considering options for system testing, TSN chose the Mininet to be used for PDA reference phone system level testing in satellite mode. The primary goal in this testing is to verify terminal operation in satellite mode and gather design feedback for next FF#1.3 build.

The main objectives of this SOW are divided to the following work packages:

WP1- Repeating modem tests with Physical layer SW, without SAT delay conditions ([***])

[***]

WP2- FF#1.2 HW/RF testing, without SAT delay conditions ( [***]

[ *** ]

WP3- Repeating tests with Physical layer SW, with SAT delay conditions ( [***] 0

[ *** ]

WP4- Application Level Testing and speech quality measurement ( [***] )

[***]

[***]

WP5- On-site support and link person for Hughes Network System team ( [***] )

[***]

4. PERIOD OF PERFORMANCE

Based on the planned schedule this work will extend for a period of approximately [***] months, starting [***] and ending [***].

5. SCHEDULE

The following table includes the target schedule for Mininet 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.

Mininet Campaign Terrestar Furnished Items:

[***]

7. EB DELIVERABLES

The following list represents Elektrobit deliverables. The Deliverables are based on inputs from other Program Parties and EB activities during Mininet Campaign.

EB deliverables:

[***]

8. PROJECT DEPENDENCIES AND ASSUMPTIONS

The following table lists some but not all of the Mininet Campaign dependencies and assumptions during the milestones M0-M4. These inputs will work as enablers for EB work and have an effect on the schedule, cost and quality of EB support. Dependencies are indicated a D and Assumptions with an A.