EXHIBIT 10.4



                                 AMENDMENT NO. 1
                                       TO
                             LAUNCH SERVICE CONTRACT

         This Amendment (the "Amendment") is made and effective as of the 10th
day of January, 2002, by and between and Lockheed Martin Commercial Launch
Services, Inc. ("Contractor"), having a principal place of business at 1660
International Drive, Suite 800, McLean, Virginia 22102, and EchoStar Orbital
Corporation ("Customer"), having a principal place of business at 5701 S. Santa
Fe Drive, Littleton, Colorado 80120.

         WHEREAS, Contractor and Customer have previously entered into a written
Launch Services Contract (the "Contract") effective as of January 31, 2001; and

         WHEREAS, Contractor and Customer desire to amend the Contract;

         NOW, THEREFORE, in consideration of the benefits which will accrue to
each party as a result of the matters described below, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby mutually
acknowledged, the parties agree to amend the Contract as follows:

1.       Deletion of Contract Provisions. Sections [CONFIDENTIAL INFORMATION
         OMITTED] and [CONFIDENTIAL INFORMATION OMITTED] of the Contract and all
         references thereto in the Contract are hereby deleted in their
         entirety, and each Party hereby (a) waives any and all rights and
         remedies that it may previously have had under Sections [CONFIDENTIAL
         INFORMATION OMITTED] and [CONFIDENTIAL INFORMATION OMITTED] and (b)
         releases the other Party from any and all duties and obligations that
         such other Party may have had under Sections [CONFIDENTIAL INFORMATION
         OMITTED] and [CONFIDENTIAL INFORMATION OMITTED].

2.       [CONFIDENTIAL INFORMATION OMITTED]

3.       [CONFIDENTIAL INFORMATION OMITTED]

4.       Payments for EchoStar VII and EchoStar VIII Launches.


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                                                    CONFIDENTIAL AND PROPRIETARY

                                                                    EXHIBIT 10.4



         4.1      Customer hereby agrees to make the [CONFIDENTIAL INFORMATION
                  OMITTED] payment [CONFIDENTIAL INFORMATION OMITTED] and
                  [CONFIDENTIAL INFORMATION OMITTED] payment [CONFIDENTIAL
                  INFORMATION OMITTED] for the Launch of EchoStar VII to
                  Contractor by one or more company checks totaling
                  [CONFIDENTIAL INFORMATION OMITTED] on [CONFIDENTIAL
                  INFORMATION OMITTED]. Customer hereby further agrees to make
                  the [CONFIDENTIAL INFORMATION OMITTED] payment [CONFIDENTIAL
                  INFORMATION OMITTED], [CONFIDENTIAL INFORMATION OMITTED]
                  payment [CONFIDENTIAL INFORMATION OMITTED] and [CONFIDENTIAL
                  INFORMATION OMITTED] payment [CONFIDENTIAL INFORMATION
                  OMITTED] for the Launch of EchoStar VIII to Contractor by one
                  or more company checks totaling [CONFIDENTIAL INFORMATION
                  OMITTED] on [CONFIDENTIAL INFORMATION OMITTED]. The parties
                  hereby agree that the above payments to Contractor for
                  EchoStar VII and EchoStar VIII, [CONFIDENTIAL INFORMATION
                  OMITTED] shall be made concurrently at EchoStar's headquarters
                  located in Littleton, Colorado on [CONFIDENTIAL INFORMATION
                  OMITTED].

         4.2      [CONFIDENTIAL INFORMATION OMITTED]

5.       [CONFIDENTIAL INFORMATION OMITTED]

6.       The last sentence of Article [CONFIDENTIAL INFORMATION OMITTED] of the
         Contract, entitled [CONFIDENTIAL INFORMATION OMITTED] is hereby
         deleted.

7.       Except as expressly modified herein, the Contract shall remain in full
         force and effect in accordance with its terms and conditions.

8.       All capitalized terms not defined herein shall have the meaning
         ascribed to them in the Contract.


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                                                    CONFIDENTIAL AND PROPRIETARY

                                                                    EXHIBIT 10.4



         IN WITNESS WHEREOF, the Parties have caused this Amendment to be
executed by their duly authorized representatives as of the date first written
above.

LOCKHEED MARTIN COMMERCIAL
LAUNCH SERVICES, INC.



-------------------------
Name:
Title:

ECHOSTAR ORBITAL
CORPORATION


-------------------------
Name:
Title:


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                                                    CONFIDENTIAL AND PROPRIETARY