Amend. No. 11 To Construction Agreement W/loral

AMENDMENT NO. 11
TO
CONTRACT NO. SS/L-TP93002-01
AND
SPACE SYSTEMS/LORAL
FOR
DELIVERY OF CD RADIO DARS SYSTEM


THIS CONTRACT AMENDMENT NO. 11 (the "Amendment") is entered into effective as of the 24th day of March 1997, between CD RADIO INC. (the "Purchaser") and SPACE SYSTEMS/LORAL, INC. (the "Contractor").


WHEREAS, Contractor and Purchaser are parties to Contract No.
SS/L-TP93002- 01 dated March 2, 1993,


WHEREAS, Contractor and Purchaser desire to amend the Contract to
(a) allow Contractor to commence long lead material procurement
activities, and (b) to extend the term of the contract.


NOW, THEREFORE, in consideration of the mutual covenants and
conditions in this Amendment and in the Agreement, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


A. Replace "RESERVED" at Article 16 with the following new
article:


ARTICLE 16. EARLY START FOR LONG LEAD MATERIAL PROCUREMEN ...