THIS PURCHASE AGREEMENT (the "Agreement") is entered into this 9th day of February, 2001 between Orbital Sciences Corporation, a Delaware corporation ("Orbital") and Orbital Imaging Corporation, a Delaware corporation ("ORBIMAGE").

WHEREAS Orbital and ORBIMAGE are parties to that certain Termination of Radars at-2 License Agreement and Grant of Territorial License dated February 9,2001 by and among Orbital, ORBIMAGE and Mac Donald, Dettwiler and Associates Ltd., a Canadian corporation ("MDA") (the "MDA Agreement") pursuant to which Orbital has agreed to make certain accommodations to MDA in accordance with this Agreement.

NOW, THEREFORE, in consideration of the agreements and covenants contained herein, the parties hereto agree as follows:

1. AGREEMENT TO PURCHASE

(a) Subject to the conditions set forth in subparagraph  (b) below and pursuant to the terms set forth herein, Orbital hereby agrees to purchase receivables from ORBIMAGE for an aggregate purchase price of up to$10,000,000, which receivables amount would be discounted to the present value at the time of purchase at a discount rate sufficient to enable Orbital to recover the purchase price plus interest on the unrecovered amount of the purchase price at an annual rate of 8% (assuming payment consistent with prior payment patterns). Orbital will make up to two$5,000,000 cash purchases, due and payable in full no later than the due date of any applicable license payment owed by ORBIMAGE under the MDA Agreement, of

(i) receivables under contracts for satellite imagery or other ORBIMAGE products and services generated by the ORBVIEW-2 satellite and 

(ii) such other receivables of ORBIMAGE reasonably acceptable to each of ORBIMAGE and Orbital, which, when added to the ORBVIEW-2 receivables, are reasonably expected to generate payments in the aggregate of not less than$4 million in any given year. Receivables proposed to be sold to Orbital must be reasonably satisfactory to Orbital.

(b) Orbital's obligation to make each purchase set forth in subparagraph (a) above is conditioned upon the following:

(i) ORBIMAGE shall have notified Orbital in writing five (5) business days before a license fee payment is due under the MDA Agreement that ORBIMAGE will be unable to make such payment to MDA due to financial hardship;

(ii) the Third Amended and Restated Credit and Reimbursement Agreement between Orbital, Morgan Guaranty Trust Company of New York as collateral agent and the other banks shall be matured in accordance with its terms on July 1, 2002 and no loans or commitments to loan to Orbital shall remain outstanding; and

(iii) Such receivables shall be valid and of good quality  (including lack of any encumbrances continuing in effect on or after the purchase date and free of claims of offset), and ORBIMAGE shall have taken all actions necessary either to cause an assignment of the contracts or rights to the receivables to Orbital to be effective concurrent with the installment purchase or to make arrangements reasonably satisfactory to Orbital for the continued collection of the receivables by ORBIMAGE and the prompt remission of amounts collected by ORBIMAGE to Orbital. Orbital is entitled to make any filings necessary under the Uniform Commercial Code with and submit notices to account debtors as necessary with respect to the receivables.

(c) ORBIMAGE agrees that it shall take such actions that are reasonably necessary to ensure that the contracts relating to the purchased receivables continue in full force and effect in accordance with their terms, or on terms no less favorable to Orbital.

(d) ORBIMAGE shall not enter into any agreement with MDA that affects the amounts of the license fee payments or their due dates under the MDA Agreement without Orbital's prior consent, unless such agreements cause such payments to be decreased or postponed.

2. IRREVOCABLE DIRECTION TO PAY; ASSIGNMENT

(a) ORBIMAGE hereby irrevocably directs Orbital to remit any payments to be made hereunder directly to MDA to be applied to ORBIMAGE's Radars at-2 license fee obligations under the MDA Agreement.

(b) ORBIMAGE hereby assigns to MDA all amounts to become due from Orbital hereunder.

3. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION; LIMITATION OF LIABILITY

(a) Each party represents and warrants to the other that it has full right and authority to enter into this Agreement and to perform its obligations hereunder.

(b) Each party agrees to indemnify and hold harmless the other, and its officers, directors, employees, agents and representatives from and against all claims, demands or liabilities (including reasonable attorneys' fees) of third parties arising from or in connection with the other party's breach of any representations, warranties, covenants or agreements contained herein.

(c) IN NO EVENT SHALL ORBITAL OR ORBIMAGE BE LIABLE TO EACH OTHER UNDER THIS AGREEMENT FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAD OR SHOULD HAVE HAD KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES.

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