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Re: Engagement Terms For General Counsel Services

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Title: Re: Engagement Terms for General Counsel Services
Date: 7/2/2010
Industry: Communications Services     Sector: Services

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Exhibit 10.1

[Letterhead of Zupancic Rathbone]


Direct (503) 941-9625


May 16, 2010

Ben Wolff

ICO Global Communications (Holdings) Limited

DBSD North America, Inc.

2300 Carillon Point

Kirkland, WA 98033-7353



Engagement Terms for General Counsel Services

Dear Ben:

This letter describes the terms under which I will be providing contracted general counsel services (the “Services”) through Zupancic Rathbone Law Group P.C. (“ZR”) to ICO Global Communications (Holdings) Limited (“ICO”) and DBSD North America, Inc. (“DBSD”). The engagement may be terminated by either party upon 90 days advance notice. During the course of the engagement, we will periodically assess the arrangement to determine whether the compensation for Services is commensurate with the time and effort committed to the Services.

We are jointly presuming that I will be dedicating at least three full days per week to the performance of Services. For the Services to be effective, I must establish and maintain personal relationships with the ICO and DBSD team members, which will require a consistent presence in Kirkland, and periodic visits to Reston, Virginia, at least during the initial phases of the engagement. Therefore, I will initially spend Tuesday through Thursday in Kirkland, or on business trips that are dedicated to ICO. Other travel requirements may arise in connection with the analysis, negotiation and due diligence review of possible ventures with acquisition targets or strategic partners. After relationships are firmly established, we will assess my on-site presence to determine whether a “week on; week off” might be as effective. While in Kirkland, and to the extent that other matters do not interfere with my work for ICO and DBSD, I will occasionally communicate with other ZR clients or attorneys regarding matters unrelated to ICO or DBSD.

Mr. Ben Wolff

May 16, 2010

Page 2

During my days outside the Kirkland offices, the legal needs of ICO and DBSD will continue to take top priority, with work for other clients subordinated to those needs as reasonably necessary. In a nutshell, I will remain accessible and responsive on a 24/7 basis, just as an employed general counsel would typically remain accessible and responsive, even though I will be performing work for other clients.

My specific duties for ICO and DBSD, will be determined by the needs of the organization, but will typically include, at a minimum, (i) ongoing contract work; (ii) corporate and securities compliance; (iii) bankruptcy oversight; (iv) litigation oversight; (v) supervision of the legal team; (vi) de

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