EXHIBIT 10.35

         [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY
                                 WITH THE SEC]

                            CONTRACT AMENDMENT NO. 1

                                       TO

                           THE ECHOSTAR VIII CONTRACT

                              CONTRACT NO. TP99022

                                     BETWEEN

                          ECHOSTAR ORBITAL CORPORATION

                                       AND

                            SPACE SYSTEMS/LORAL, INC.

THIS CONTRACT AMENDMENT NO. 1 (the "Amendment") is entered into effective as of
the 19th day of October 2001, between ECHOSTAR ORBITAL CORPORATION (the
"Purchaser") and SPACE SYSTEMS/LORAL, INC. (the "Contractor").

WHEREAS, Contractor and Purchaser are parties to Contract No. TP99022 (the
"Contract") entered into as of February 4, 2000 and amended and restated as of
February 1, 2001,

WHEREAS, Contractor and Purchaser desire to amend the Contract to recognize
Purchaser's exercise of an option TO***,

WHEREAS, Contractor and Purchaser desire to amend Attachment A to the Contract;

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

A:   Description of Changes:

1.   The Table of Contents is changed as follows:

FROM:

"ARTICLE 4 - PRICE...........................................................11"

*** Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24.b-2 under
the Securities Exchange Act.

                       AMENDMENT 1: DATED 19 OCTOBER 2001

                                                    CONFIDENTIAL AND PROPRIETARY


                                                                   EXHIBIT 10.35

TO:

"ARTICLE 4 - PRICE (AMENDMENT 1).............................................11"

2.   Article 4 - Price

FROM: "4.1***

TO: "4.1***

3. Change Article 42 - Attachments to reflect update of Payment Plan as follows:

FROM:   "ATTACHMENT A: Payment Plan"

TO:     "ATTACHMENT A: Payment Plan (Amendment 1)"

REMOVE: Current Milestone Payment Plan

REPLACE WITH: Revised Milestone Payment Plan

B.   CHANGE PAGES

Remove the pages of the Amended and Restated Contract and Replace with those of
this Amendment 1 as identified in Appendix 1:

Defined Terms: All capitalized terms in this Amendment, not otherwise defined
herein, shall have the same meaning as ascribed to them in the Contract.

Ratification and Affirmation: The Contract, as modified by the express terms of
this Amendment, is hereby ratified and affirmed by Purchaser and Contractor, and
shall remain in full force and effect.

Counterparts: This Amendment may be executed in one or more counterparts, all of
which taken together shall constitute the Amendment.

IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the
date first written above:

*** Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24.b-2 under
the Securities Exchange Act.

                       AMENDMENT 1: DATED 19 OCTOBER 2001

                                                    CONFIDENTIAL AND PROPRIETARY

                                                                   EXHIBIT 10.35

CONTRACTOR:                            PURCHASER:

SPACE SYSTEMS/LORAL, INC.              ECHOSTAR ORBITAL CORPORATION

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

*** Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24.b-2 under
the Securities Exchange Act.

                       AMENDMENT 1: DATED 19 OCTOBER 2001

                                                    CONFIDENTIAL AND PROPRIETARY

                                                                   EXHIBIT 10.35

APPENDIX 1

Remove the pages in the Amended and Restated Contract and substitute them with
the replacement pages of Amendment 1:



FROM AMENDED AND RESTATED CONTRACT     FROM AMENDMENT 1
REMOVE                                 REPLACE

                                    
Page 1                                 Page 1

Page 11                                Page 11

Page 98                                Page 98

Attachment A                           Attachment A


*** Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24.b-2 under
the Securities Exchange Act.

                       AMENDMENT 1: DATED 19 OCTOBER 2001

                                                    CONFIDENTIAL AND PROPRIETARY