DIRECTOR INDEMNIFICATION AGREEMENT

     This Indemnification Agreement, dated as of August 1, 2006, is made and entered into by and between ORBIMAGE HOLDINGS INC. (the Corporation) and Martin C. Faga (the Director).

W I T N E S S E T H:

     WHEREAS, the Director has agreed to serve as a director of the Corporation; and

     WHEREAS, the Corporation wishes to indemnify the Director against certain liabilities and expenses that may be incurred in connection with the Directors service on behalf of the Corporation;

     NOW THEREFORE, the parties hereto agree, subject to the terms and conditions hereof, as follows:

     1. Indemnification Agreement.

          a. Third Party Actions. The Corporation shall indemnify and hold harmless the Director in the event that the Director was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in right of the Corporation) by reason of the fact that the Director (A) is or was a director, officer, employee or agent of (i) the Corporation or (ii) any subsidiary of the Corporation or any corporation, partnership or other entity affiliated with the Corporation (each of the foregoing being hereinafter referred to as an Affiliate) or (B) is or was serving at the request of the Corporation or any Affiliate as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan of the Corporation or any Affiliate) against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Director in connection with such action, suit or proceeding if the Director acted in good faith and in a manner the Director reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Directors conduct was unlawful; provided, however, that the foregoing shall not require the Corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person.

          b. Actions By or In Right of the Corporation. The Corporation shall, to the full extent permitted by applicable law as then in effect, indemnify and hold harmless the Director in the event that the Director was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in right of the Corporation to procure a judgment in its favor by reason of the fact that the Director (A) is or was a director, officer, employee or agent of the Corporation or any Affiliate or (B) is or was serving at the request of the Corporation or any Affiliate as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan of the Corporation or any Affiliate) against expenses (including attorneys fees) actually and reasonably incurred by the Director in connection with the defense or settlement of such action