AMENDMENT NO. 13

                                                                  Exhibit 10.26

                                   AMENDMENT NO. 13

                                        TO THE

                   DIRECT BROADCAST SATELLITE CONTRACT ("CONTRACT")

                                 DATED JUNE 15, 0000

                                       XXXXXXX

             XXXXXX XXXXXX SATELLITE BROADCASTING COMPANY, INC. ("USSB")

                                         AND

                             LOCKHEED XXXXXX CORPORATION
                                           

THIS AMENDMENT NO. 13 is effective December 31, 1996.

WHEREAS, USSB has decided to proceed with the Construction Phase Commencement
("CPC") for the three (3) channel spacecraft described in Exhibit A1 of the
Contract under a separate contract with Lockheed Xxxxxx Corporation (hereinafter
referred to as "Contractor"); and

WHEREAS, USSB has agreed to purchase the three (3) channel spacecraft described
in Exhibit A1 of the Contract under the separate contract; and

WHEREAS, USSB requires additional time to evaluate its alternatives with regard
to the 8 channel spacecraft described in Exhibit A2 of the Contract and requests
an extension of the System Definition Phase before authorizing Contractor to
begin CPC of the eight (8) channel spacecraft; and

WHEREAS, Contractor is willing to grant such an extension and reschedule the CPC
for the remaining eight (8) channel spacecraft in accordance with the changes
made herein.

NOW THEREFORE, in consideration of the promises and mutual covenants hereinafter
contained, USSB and Contractor (hereinafter referred to as "Parties") agree to
the following:




I.    All references to the three (3) channel spacecraft, including Exhibit A1,
      are deleted from this Contract.

II.   Change the date of Spacecraft CPC and the date USSB must notify
      Contractor of its intent not to proceed to December 31, 1997.

III.  All other dates specified in the Contract's ARTICLE 3.  DELIVERABLE ITEMS
      AND DELIVERY SCHEDULE and ARTICLE 4.  PAYMENT, beginning with the CPC
      payment number thirteen (13), are delayed twelve (12) months from the
      date specified in Amendment 12.  Thus, payment number thirteen (13) is
      due on December 31, 1997; and payment number fourteen (14) is due on
      January 31, 1998, and so forth, through payment number 56.

IV.   Prior to CPC for the eight (8) channel spacecraft, the Parties agree to
      modify the Articles and Exhibits of this Contract.  Such modifications
      shall, at a minimum, include revising Exhibit A2 to specify Contractors
      Series A2100 spacecraft as well as appropriate adjustments to the
      delivery schedule, price, and progress payment plan.  In the event that
      the Parties do not agree to such modifications as evidenced by a written
      amendment to this Contract by the date of CPC, but in no event later than
      December 31, 1997, this Contract shall be considered terminated for the
      convenience of USSB in accordance with Article 15.  Neither Party shall
      have any other obligations to the other Party and all payments made by
      USSB to Contractor shall be retained in their entirety by Contractor.

V.    IN WITNESS THEREOF, the Parties have caused this Amendment No. 13 to be
      signed by their duly authorized officer or representative.


Lockheed Xxxxxx Corporation                 United States Satellite
                                            Broadcasting Company, Inc.



By: /s/ X.X. Xxxxx                          By: /s/ Xxxxxx X. Xxxxxxx
   ----------------------------------          --------------------------
   X.X. Xxxxx, Manager                          Xxxxxx X. Xxxxxxx
   Contracts, East Windsor Operations           Executive Vice President
   Lockheed Xxxxxx Telecommunications