TELEDESIC CORPORATION



           TEAM MEMBER AGREEMENT AND PROPRIETARY INFORMATION AGREEMENT



This Agreement is made and entered into as of the ___ day of ________, by and

between Teledesic Corporation a Washington corporation (the "Company") and

___________________ ("Team member"), an individual resident at

_______________________.



RECITAL



As part of its ongoing program of research and development, the Company desires

to retain distinguished scientists and other qualified individuals to advise the

Company with respect to its technology strategy and to assist it in the

research, development and analysis of the Company's opportunities. In

furtherance thereof, the Company and Team member desire to enter into this

Agreement.



AGREEMENT



In consideration of the mutual covenants set forth below, the parties hereby

agree as follows:



1.      ESTABLISHMENT OF CONFIDENTIAL RELATIONSHIP.



Team member recognizes that the Company is engaged in a continuous program of

research and development respecting its present and future business activities.

Team member understands that:



(a) As part of Team member's services performed for the Company, Team member

will be involved in discussions that relate to the Company's technology and

business strategy, and, in the course of performing services for the Company,

may develop new ideas or inventions or make other contributions of value to the

Company.



(b) This Agreement creates a relationship of trust and confidence between the

Team member and the Company with respect to any information which is:



        (i) applicable to the business of the Company or any client or customer

of the Company; and



        (ii) is made known to Team member by the Company or by any client or

customer of the Company, or is learned by Team member while doing work for the





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Company.



(c) The Company possesses and will continue to possess information: (i) that has

been created, discovered, developed, or otherwise become known to the Company

(including without limitation information created, discovered, developed or made

known by Team member arising out of Team member's relationship with the

Company); or (ii) in which property rights have been assigned or otherwise

conveyed to the Company by another entity, which information has commercial

value in the business in which the Company is engaged and is treated by the

Company as confidential. All such information is hereinafter referred to as

"Proprietary Information." By way of illustration, but not limitation,

Proprietary Information includes: (a) inventions, developments, designs,

applications, improvements, trade secrets, formulae, know-how, methods or

processes, discoveries, techniques and data (hereinafter collectively referred

to as "Inventions"); and (b) plans for research, development, new products,

marketing and selling, information regarding business plans, budgets and

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