EXHIBIT 10.1

AMENDMENT # 2

THIS AMENDMENT NO. 2 (“Amendment”) to the MASTER SUPPLY AGREEMENT between TerreStar Corporation, a Delaware corporation, on behalf of itself and its affiliated companies, including TerreStar Networks Inc., having an office at 12010 Sunset Hills Road, Sixth Floor, Reston, Virginia 20190 (“TerreStar”) and Elektrobit Inc., a Delaware corporation having an office at 22745 29th Drive SE, Suite 200, Bothell, Washington 98021 (“EB”), dated December 1, 2009 (the “Agreement”), is made this 28th day of April, 2010 (“Effective Date”) by and between TerreStar and EB. Capitalized terms that are not otherwise defined in this Amendment have the meaning defined in the Agreement.

RECITALS:

WHEREAS, the Parties wish to define the additional terms and conditions related to the software distribution and the end user license agreement that were agreed by the Parties to be defined after the effective date of the Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

“7.1    Additional Terms and Conditions for Distribution License

1. No Implied Licenses. Except for the rights defined in the Agreement, there are no other rights or licenses conveyed under this Agreement, whether expressly, by implication, estoppel or otherwise.

2. Standalone Distribution. TerreStar must not advertise, give a separate price for, or otherwise market or distribute the Product software or any part of the Product software, as a separate item from the Product.

3. Limited Distribution. The Traditional Chinese language version of the Product software must not be distributed by TerreStar within or to the People’s Republic of China.

4. COA’s (Certificate of Authenticity’s) and APM’s. TerreStar must deliver the COA (a non-removable sticker specific to the Product software) and APM (associated product materials designated as a part of the Product software, e.g. documentation and external media containing software) together with each Product.

5. Changes; Notices. TerreStar may not modify or change the Product software. TerreStar shall not remove or obscure any copyright tags, product markings, trademarks or other symbols or notices appearing in or on the Product software.

6. Excluded Licenses. This Agreement does not provide for or include any right or license to perform or cause any actions to be performed that would require the Product software to be licensed under open source license terms.

7. End User License Agreement. TerreStar must notify each end user before or at the time of purchase that the Product contains software that is subject to end user license terms for software.

8. Design Restrictions on High Risk Activities. The Product software is not fault-tolerant and is not designed, manufactured or intended for any use requiring fail-safe performance in which the failure of a software could lead to death, serious personal injury, severe physical or environmental damage (“High Risk Activities”). This includes the operation of aircraft or nuclear facilities. TerreStar agrees not to use, or license the use of, the Product software in connection with any High Risk Activities.

9. Restricted Rights Notice. Any distribution of the Product software to a U.S. Government entity or U.S. Government subcontractor shall be accompanied by the following RESTRICTED RIGHTS NOTICE:

“Software has been developed entirely at private expense and is commercial computer software provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions set forth in the license agreement under which software was obtained pursuant to DFARS 227.7202-3(a) or as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software—Restricted Rights clause at FAR 52.227-19, as applicable. Contractor/manufacturer is Elektrobit Inc. (together with its licensors), at 22745 29th Drive SE, Suite 200, Bothell, Washington 98021, USA.”

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10. Breach. If TerreStar breaches these terms, EB may stop distributing Products to TerreStar within 10 days of becoming aware of the breach (unless TerreStar has cured that breach within that time). In addition, EB may stop any distribution of Product to TerreStar immediately upon notice from Microsoft Corporation or its Affiliate (“Microsoft”) if Microsoft has reasonably determined that (i) TerreStar is unlikely to cure its breach, or (ii) immediate action is required to protect Microsoft intellectual property.

11. Suspension. In the event of termination of any third party software license due to reasons not attributable to EB, which software is included in the Product software, EB may stop the distribution of the Products to TerreStar containing such included software only. EB shall use its best commercial efforts to obtain from market sources a functionally equivalent replacement of such software that meets the Product Specifications and is reasonably acceptable to TerreStar and the Parties shall mutually agree on the use of such replacement software and on any price adjustment to take into account any increased cost resulting from such replacement. In addition, in the event of termination of any third party trademark license, which trademark is used in the Product or Documentation, EB may stop the distribution of such Products and Documentation to TerreStar and may instead distribute Products and Documentation that do not contain such trademarks. EB shall provide written notice to TerreStar promptly after EB becomes aware of any adverse change to the software licensing terms or impending termination of any third party software license for software included in a Product.

12. Third Party License Fees. For Products sold or otherwise distributed by EB to TerreStar under the Agreement, TerreStar is responsible for the payment of license fees and royalties, if any, towards third parties related to TerreStar Background Rights and the following TerreStar Technology items (i) HNS technology, (ii) ATC Technologies, LLC technology, (iii) DVSI technology and (iv) Comneon technology.

13. Indemnity. TerreStar agrees that it shall indemnify, defend and hold the EB Indemnitees harmless from and against any and all Losses resulting from any third party claim against an EB Indemnitee arising from TerreStar’s failure to comply with or breach of any of the provisions in this Section 7.1. EB agrees that it shall indemnify, defend and hold the TerreStar Indemnitees harmless from and against any and all Losses resulting from any third party claim against a TerreStar Indemnitee arising from EB’s failure to comply with or breach of any of the provisions in any third party software license agreement between EB and a third party software licensor applicable to the software in a Product.

“7.2 End User License Agreement

END USER LICENSE AGREEMENT FOR SOFTWARE

IMPORTANT. READ CAREFULLY: This End User License Agreement (“EULA”) is a legal agreement between (a) you and (b) TerreStar Networks Inc. (“TerreStar”) and Elektrobit Inc. (“Company”). This EULA applies to the software included on this device. The software also includes any separate media on which you received the software. The software on this device includes software licensed from Microsoft Corporation or its affiliate (“Microsoft”) and other third parties. This EULA also applies to any printed materials, electronic documentation, updates, supplements, Internet-based services, and support services for this software, unless other terms accompany those items. If so, those terms apply.

As described below, using some features also operates as your consent to the transmission of certain standard computer information for Internet-based services.

By installing, copying, downloading, accessing or otherwise using the software, including use on this device, you agree to be bound by the terms of this EULA. If you do not accept the terms in this EULA, do not use the device or software. Instead, contact your place of purchase to determine its return policy for a refund or credit.

WARNING: If the software contains voice operated technologies, then operating this software requires user attention. Diverting attention away from the road while driving can possibly cause an accident or other serious consequence. Even occasional, short diversions of attention can be dangerous if your attention is diverted away from your driving task at a critical time. TERRESTAR, Company and THEIR licensors and suppliers make no representations, warranties or other determinations that ANY USE OF THIS SOFTWARE IS LEGAL, SAFE, OR IN ANY MANNER RECOMMENDED OR INTENDED WHILE DRIVING OR OTHERWISE OPERATING A MOTOR VEHICLE.

If you comply with the terms of this EULA, you have the rights below.

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Except as expressly provided in this EULA, rights to access the software on this device do not give you any right to implement Microsoft patents or other Microsoft intellectual property in software or devices that access this device.

You may use remote access technologies in the software such as Remote Desktop Mobile to access the software remotely from a computer or server. You are responsible for obtaining any licenses required for use of the protocols to access other software.

a. Consent for Internet-Based Services. The software features described below connect to Microsoft or service provider computer systems over the Internet. In some cases, you will not receive a separate notice when they connect. You may switch off some of these features or not use them. For more information about these features, visit http://go.microsoft.com/fwlink/?LinkId=81931.

By using these features, you consent to the transmission of this information. Microsoft does not use the information to identify or contact you.

Device Information. The following features use Internet protocols, which send to the appropriate systems device information, such as your Internet protocol address, the type of operating system, browser and name and version of the software you are using, and the language code of the device where you installed the software. Microsoft uses this information to make the Internet-based services available to you.

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b. Misuse of Internet-based Services. You may not use these services in any way that could harm them or impair anyone else’s use of them. You may not use the services to try to gain unauthorized access to any service, data, account or network by any means.

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This limitation applies to anything related to the software, services, content (including code) on third party internet sites, or third party programs, and claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law.

The foregoing limitations, exclusions and disclaimers (including section 15) also apply even if the Licensors should have been aware of the possibility of the damages and even if any remedy fails its essential purpose. The above limitation may not apply to you because your country may not allow the exclusion or limitation of incidental, consequential or other damages.

IN WITNESS WHEREOF, the Parties have duly executed this Amendment as of the Effective Date set forth above.

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