Exhibit 99.2



Risk Factors

         You should carefully consider the risks described below in evaluating
our common stock. The risks and uncertainties described below supplement those
risk factors identified in our Annual Report on Form 10-K for the year ended
December 31, 2003. It is important to note that these are not the only risks
and uncertainties that we face. Additional risks and uncertainties not
presently known to us may also negatively impact our operations and business.
If we do not successfully address any of the risks described below, there could
be a material adverse effect on our financial condition, operating results and
business, and the trading price of our common stock may decline. We cannot
assure you that we will successfully address these risks.

Risks relating to our common stock generally

         Fluctuations in our financial performance could adversely affect the
trading price of our common stock.

         Our financial results may fluctuate as a result of a variety of
factors, many of which are outside of our control, including:

     o   risks and uncertainties affecting the current and proposed business of
         Mobile Satellite Venture, L.P., or the MSV Joint Venture, a joint
         venture which provides mobile digital voice and data communications
         services via satellite, and the mobile satellite services industry;

     o   risks and uncertainties associated with our agreement to acquire a 50%
         interest in Hughes Network Systems, LLC, or HNS, a newly formed
         limited liability company that will acquire substantially all of the
         assets and liabilities of Hughes Network Systems, Inc., a wholly owned
         subsidiary of The DirecTV Group, Inc.;

     o   increased competition in the mobile satellite services industry;

     o   competition in the very small aperture terminal, or VSAT, business.

     o   general economic conditions.

         As a result of these possible fluctuations, period-to-period
comparisons of our financial results may not be reliable indicators of future
performance.

   We had an accumulated deficit of approximately $532 million as of September
   30, 2004 and our history of operating losses is expected to continue.

         We have incurred substantial losses since our inception and
significant losses are expected to continue into the foreseeable future. We
incurred net losses of approximately $718,000 for the fiscal year ended
December 31, 2003 and net losses of approximately $3,525,000 for the fiscal
quarter ended September 30, 2004. We had an accumulated deficit of
approximately $532 million as of September 30, 2004.

   The price of our common stock has been volatile.

         The market price of our common stock has been, and is likely to
continue to be, volatile, experiencing wide fluctuations. In recent years, the
stock market has experienced significant price and volume fluctuations that
have particularly affected the market prices of equity securities of many
companies in the technology sector. Future market movements may materially and
adversely affect the market price of our common stock, particularly in light of
the diminished liquidity of our common stock as a result of our delisting from
the Nasdaq National Market.

   Our common stock is quoted on the OTC Bulletin Board, which limits the
   liquidity and could negatively affect the value of our common stock.

         Since January 30, 2003, following our delisting from the Nasdaq
National Market, price quotations have been available on the OTC Bulletin
Board. Delisting from the Nasdaq National Market resulted in a reduction in the
liquidity of our common stock. This lack of liquidity may also make it more
difficult for us to raise additional capital, if necessary, through equity
financings. In addition, the delisting of our common stock from the Nasdaq
National Market resulted in an event of non-compliance under the provisions of
our preferred stock. As we have been unable to obtain a waiver of this event of
non-compliance, Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV,
L.P., AIF IV/RRRR LLC and AP/RM Acquisition LLC, or collectively, the Apollo
Stockholders, are entitled to elect a majority of the members of our board of
directors.

   We do not intend to pay dividends on shares of our common stock in the
foreseeable future.

         We currently expect to retain our future earnings, if any, for use in
the operation and expansion of our business. We do not anticipate paying any
cash dividends on shares of our common stock in the foreseeable future.

   The issuance of preferred stock or additional common stock may adversely
affect our stockholders.

         Our board of directors has the authority to issue up to 10,000,000
shares of our preferred stock and to determine the terms, including voting
rights, of those shares without any further vote or action by our common
stockholders. The voting and other rights of the holders of our common stock
will be subject to, and may be adversely affected by, the rights of the holders
of any preferred stock that may be issued in the future. Similarly, our board
may issue additional shares of common stock without any further vote or action
by our common stockholders, which would have the effect of diluting common
stockholders. An issuance could occur in the context of another public or
private offering of shares of common stock or preferred stock or in a situation
where the common stock or preferred stock is used to acquire the assets or
stock of another company. The issuance of common stock or preferred stock,
while providing desirable flexibility in connection with possible acquisitions,
investments and other corporate purposes, could have the effect of delaying,
deferring or preventing a change in control.

   Anti-takeover provisions could make a third-party acquisition of our company
difficult.

         We are a Delaware corporation. The Delaware General Corporation Law
contains provisions that could make it more difficult for a third party to
acquire control of our company. In addition, the holders of our preferred stock
have certain rights which could prevent or impair the ability of a third party
to acquire control of the company.

   Shares eligible for future sale could cause our stock price to decline.

         The market price of our common stock could decline as a result of
future sales of substantial amounts of our common stock, or the perception that
such sales could occur. Furthermore, our preferred stock and Series 1-A and 2-A
warrants have the right to require us to register the shares of common stock
underlying these securities, which may facilitate their sale of shares in the
public market.

   We may suffer adverse consequences if we are deemed to be an investment
company.

         We may suffer adverse consequences if we are deemed to be an
investment company under the Investment Company Act of 1940. A company may be
deemed to be an investment company if it owns investment securities with a
value exceeding 40% of its total assets, subject to certain exclusions. Some
investments made by us may constitute investment securities under the
Investment Company Act of 1940. If we were to be deemed an investment company,
we would become subject to registration and regulation as an investment company
under the Investment Company Act of 1940. If we failed to do so, we would be
prohibited from engaging in business or issuing our securities and might be
subject to civil and criminal penalties for noncompliance. In addition, certain
of our contracts might be voidable, and a court-appointed receiver could take
control of our company and liquidate our business. If we registered as an
investment company, we would be subject to restrictions regarding our
operations, investments, capital structure, governance and reporting of our
results of operations, among other things, and our ability to operate as we
have in the past would be adversely affected.

         Although our investment securities currently do not comprise more than
40% of our assets, fluctuations in the value of these securities or of our
other assets may cause this limit not to be satisfied. Unless an exclusion or
safe harbor were available to us, in certain circumstances, we would have to
attempt to reduce our investment securities as a percentage of our total assets
in order to avoid becoming subject to the requirements of the Investment
Company Act of 1940. This reduction can be attempted in a number of ways,
including the disposition of investment securities and the acquisition of
non-investment security assets. If we were required to sell investment
securities, we may sell them sooner than we otherwise would. These sales may be
at depressed prices, and we may never realize anticipated benefits from, or may
incur losses on, these investments. Some investments may not be sold due to
contractual or legal restrictions or the inability to locate a suitable buyer.
Moreover, we may incur tax liabilities when we sell assets. We may also be
unable to purchase additional investment securities that may be important to
our operating strategy. If we decide to acquire non-investment security assets,
we may not be able to identify and acquire suitable assets and businesses.

   Compliance with changing regulation of corporate governance and public
disclosure may result in additional expenses.

         Changing laws, regulations and standards relating to corporate
governance and public disclosure, including the Sarbanes-Oxley Act of 2002, is
creating uncertainty for companies such as ours. We are committed to
maintaining high standards of corporate governance and public disclosure. As a
result, we intend to invest reasonably necessary resources to comply with
evolving standards, and this investment may result in increased general and
administrative expenses and a diversion of management time and attention from
assisting the MSV Joint Venture and HNS in revenue-generating activities to
compliance activities, which could harm our business prospects.

   The Apollo Stockholders beneficially own a large percentage of our voting
stock.

         As of December 10, 2004, the Apollo Stockholders owned 1,745,375
shares of our voting common stock, all of the 8,990,212 shares of our
non-voting common stock, all of the 1,199,007 outstanding shares of our
preferred stock and all of our outstanding Series 1-A and Series 2-A warrants.
Assuming that all currently outstanding shares of our preferred stock are
converted and all Series 1-A warrants and Series 2-A warrants are exercised, as
of December 10, 2004, the Apollo Stockholders beneficially own approximately
74.9% of our outstanding common stock and 51.0% of our outstanding voting
power. As long as the Apollo Stockholders own at least 100,000 shares of the
preferred stock, we are precluded from taking various corporate actions and
entering into various transactions without the Apollo Stockholders' consent. In
addition, voting as a separate class, the Apollo Stockholders have the right to
elect two of the members of our board of directors and have certain approval
rights with respect to additional members of our board of directors in the
event that the size of our board of directors is increased. Furthermore, the
delisting of our common stock from the Nasdaq National Market resulted in an
event of non-compliance under the provisions of our preferred stock. As a
result, the Apollo Stockholders have the right to elect the majority of our
board of directors. In addition to being entitled to 975,000 votes with respect
to the preferred stock, the Apollo Stockholders have agreed that the 474,427
shares of voting common stock acquired in the July 2002 tender offer which
would otherwise entitle them to cast more than 29.9% of our voting power will
be voted pro-rata with all other votes cast by the holders of voting common
stock.

         Because of the Apollo Stockholders' large percentage of ownership and
their rights as holders of preferred stock, the Apollo Stockholders have
significant influence over our management and policies, such as the election of
our directors, the appointment of new management and the approval of any other
action requiring the approval of our stockholders, including any amendments to
our certificate of incorporation and mergers or sales of all or substantially
all of our assets. In addition, the level of the Apollo Stockholders' ownership
of our shares of common stock and these rights could have the effect of
discouraging or impeding an unsolicited acquisition proposal.

   The Apollo Stockholders are entitled to quarterly cash dividends.

         In accordance with the terms of our preferred stock, the Apollo
Stockholders are entitled to receive quarterly cash dividends at an annual rate
of 4.65% of the then current face value to be paid quarterly in arrears
commencing with the three months ended September 30, 2004. While we had cash,
cash equivalents and short-term investments of approximately $60 million as of
November 30, 2004, we have committed $50 million in connection with our
purchase of a 50% interest in HNS, and such dividend payment will be
approximately $5.6 million per year through the mandatory redemption on June
30, 2012 or such earlier time as the terms of the preferred stock are
renegotiated. There can be no assurance that we will be able to meet these
quarterly dividend obligations from existing cash, cash equivalents and
short-term investments. Even if we are able to satisfy these obligations, the
effect of such payments on our cash position may adversely affect our ability
to meet our operational payment obligations. We may be required to raise
additional capital to meet these obligations or to otherwise reach an agreement
with the Apollo Stockholders to modify the terms of these obligations.

Risks relating to the industries in which the MSV Joint Venture and HNS operate

   Our business is subject to general economic conditions. Future economic
   downturns could have an adverse impact on HNS and the MSV Joint Venture.

         Our business is subject to fluctuations based upon the general
economic conditions in North America and, to a lesser extent, the global
economy. Future general economic downturns or a continued recession in the
United States could substantially reduce the demand for satellite
communications services, thereby reducing the value of HNS or the MSV Joint
Venture. A further deterioration in existing economic conditions could
therefore materially and adversely affect our financial condition, operating
results and business.

   Governmental regulation of the mobile satellite services industry could
   negatively impact the value of our interest in the MSV Joint Venture.

         Currently, we are not subject to any direct governmental regulation
other than the securities laws and regulations applicable to all publicly owned
companies and laws and regulations applicable to businesses generally. The
mobile satellite services business of the MSV Joint Venture, however, is
subject to extensive government regulation in the United States and Canada.
Unlike some satellite services where a satellite licensee is granted an
exclusive right to a predetermined amount of spectrum for a definite time
period, L-band spectrum historically has been shared among five different
licensees (Solidaridad in Mexico, TMI Communications, Inc., or TMI, in Canada,
Motient Corporation, or Motient, in the U.S., the Russian Federation, and
Inmarsat), and these five licensees have agreed to coordinate their spectrum
needs on an annual basis and divide the available L-band spectrum among
themselves. Among other considerations, prior usage of the L-band to provide
service is one factor determining the allotment to each licensee on an annual
basis. Notwithstanding the agreement among these five licensees to coordinate
annually their spectrum usage in the L-band, the five licensees currently
continue to operate pursuant to a coordination agreement reached in Mexico City
in 1995 and annual coordination meetings have not been held since 1999. Motient
and TMI were licensed by their respective communications regulatory agencies
many years ago to use L-band spectrum in their respective countries. Following
FCC and Industry Canada consent, Motient and TMI assigned their respective
L-band satellite licenses to the MSV Joint Venture. The MSV Joint Venture
cannot be assured that it will have access to sufficient L-band spectrum to
meet its needs in the future pursuant to this annual coordination process.
Moreover, Inmarsat has vigorously opposed the approval of ancillary terrestrial
components, or ATC, in the L-band, which may complicate the annual coordination
process for spectrum in the L-band.

         Several companies were authorized by the FCC to use mobile earth
terminals in the U.S. over the Inmarsat L-band satellites. These authorizations
could increase the demand for and usage of the L-band by Inmarsat, which in
turn could increase Inmarsat's demand for L-band spectrum pursuant to the
annual coordination process in the L-band. The FCC further proposed that any
new spectrum that becomes available in the L-band may be awarded to competing
mobile satellite services providers. If the FCC adopts this proposal, the MSV
Joint Venture could face increased competition in the mobile satellite services
marketplace.

         Furthermore, the MSV Joint Venture's ability to operate ATCs is
subject to the ATC Order and general FCC oversight and approval. If the MSV
Joint Venture is unable to implement an ATC due to restrictions imposed by the
FCC or otherwise, the MSV Joint Venture's business will be severely limited and
the value of our interest in the MSV Joint Venture will be significantly and
negatively impacted.

   If the FCC does not further modify certain restrictions contained in the ATC
   Order, it could have negative consequences on the nature of the MSV Joint
   Venture's ATC implementation which could negatively impact the value of our
   interest in the MSV Joint Venture.

         The FCC's authorization of ATC for the mobile satellite services bands
and approval of the MSV Joint Venture's application to operate an ATC is
subject to limitations and conditions that are designed to ensure the integrity
of the underlying mobile satellite services offering. The MSV Joint Venture has
sought modification of certain restrictions contained in the ATC Order. If the
FCC does not further modify certain of those restrictions, it may negatively
impact the nature of the MSV Joint Venture's ATC implementation which could
negatively impact the value of our interest in the MSV Joint Venture.

   The FCC may amend the initial ATC Order in a manner which has negative
   consequences on our interest in the MSV Joint Venture.

         Terrestrial wireless providers strenuously opposed the FCC's proposal
to grant the ATC Order, claiming that the spectrum held by the mobile satellite
services providers including the MSV Joint Venture is worth billions of dollars
if authorized for terrestrial wireless use. These terrestrial wireless
providers maintain that such spectrum should be auctioned. Their opposition to
the ATC Order is expected to continue and could cause the amendment of the ATC
Order in a manner unfavorable to the MSV Joint Venture and other mobile
satellite services providers. In July 2003, certain terrestrial wireless
providers petitioned the U.S. Court of Appeals for the District of Columbia to
review the FCC's decision to grant the ATC Order. The petition has been held in
abeyance until the FCC rules on the request for reconsideration filed by the
MSV Joint Venture. In addition, on December 8, 2004, Inmarsat filed an
objection to the FCC's approval of the MSV Joint Venture's application to
operate an ATC. Specifically, Inmarsat alleged the FCC's approval, among other
things, improperly changed the rules by making satellite service ancillary to
terrestrial service, improperly increased permitted base station power, thereby
impairing Inmarsat's coverage and improperly permitted significantly increased
uplink interference with Inmarsat. If the FCC changes certain aspects of the
ATC Order following an appeal or otherwise modifies the MSV Joint Venture ATC
application approval order, the value of the ATC Order and/or the MSV Joint
Venture ATC application approval order may be negatively impacted. While the
MSV Joint Venture along with its members, including us, will continue to deploy
our resources to support the ATC Order and the MSV Joint Venture ATC
application approval order, there can be no assurances that we will be
successful or that such deployment of our resources will not adversely affect
our financial condition, operating results and business.

   If it implements an ATC system, the MSV Joint Venture may face increased
   competition which may have negative consequences on our interest in the MSV
   Joint Venture.

         The ATC Order permits the MSV Joint Venture, which currently operates
in the L-band, as well as the mobile satellite services operators in the Big
LEO band and the S-band, to implement ATCs, subject to meeting the FCC's
conditions. Accordingly, the MSV Joint Venture will likely face serious
competition in the provision of mobile satellite services using an ATC.
Moreover, like the MSV Joint Venture, Inmarsat offers mobile satellite service
in the U.S. using the L-band spectrum. Although Inmarsat has vigorously opposed
the grant of the ATC Order in the L-band - claiming it would cause unacceptable
interference to its satellites, Inmarsat may reconsider its position and seek
approval to incorporate an ATC into its satellite service offerings in the U.S.

         Furthermore, if any competitor of the MSV Joint Venture receives a
more extensive or more favorable approval from the FCC for any application for
an ATC such competitor may seek, the MSV Joint Venture's ability to implement
its business strategy and compete effectively could also be harmed.

   HNS depends heavily on the VSAT market.

         A material portion of the revenues of HNS are derived from sales of
VSAT communications networks. A significant decline in demand for such services
following closing or the replacement of VSAT technology by an alternative
technology could materially harm HNS's business and negatively impact the value
of our common stock.

   If commercial wireless communications markets fail to grow as anticipated,
   our business could be materially harmed.

         A number of the commercial markets for HNS in the wireless
communications area, including the market for broadband products, have only
recently developed. Because these markets are relatively new, it is difficult
to predict the rate at which these markets will grow, if at all. If the markets
for commercial wireless communications products fail to grow, or grow more
slowly than anticipated, the HNS business could be materially harmed.
Conversely, to the extent that growth in these markets results in capacity
limitations in the wireless communications area, it could materially harm HNS
and negatively impact the value of our common stock.

   Our success will depend on the development of new satellite and other
   wireless communications products and acceptance of these products.

         The wireless communications market in general, and the satellite
communications market in particular, are subject to rapid technological change,
frequent new and enhanced product introductions, product obsolescence and
changes in user requirements. Our ability to compete successfully through HNS
in these markets depends on our success in anticipating changes in technology
and applying our expertise and new technology to existing and emerging
satellite and other wireless communications markets. Our ability to compete
through HNS in these markets therefore depends in large part on HNS's ability
to successfully develop, introduce and sell new products and enhancements on a
timely and cost-effective basis that respond to ever-changing customer
requirements. Our ability to successfully introduce new products depends on
several factors, including:

     o   successful integration of various elements of our complex technologies
         and system architectures,

     o   timely completion and introduction of new product designs,

     o   achievement of acceptable product costs,

     o   timely and efficient implementation of our manufacturing and assembly
         processes and cost reduction efforts,

     o   establishment of close working relationships with major customers for
         the design of their new wireless communications systems incorporating
         our products,

     o   development of competitive products by competitors,

     o   marketing and pricing strategies of our competitors with respect to
         competitive products, and

     o   market acceptance of our new products.

         We cannot assure you that HNS's product development efforts for
communications products will be successful or any new products developed in the
future will achieve sufficient market acceptance. HNS may experience
difficulties that could delay or prevent it from successfully selecting,
developing, manufacturing or marketing new products or enhancements. In
addition, defects may be found in HNS products after deliveries commence, which
could result in the delay or loss of market acceptance. If HNS is unable to
design, manufacture, integrate and market profitable new products for existing
or emerging communications markets, it could materially harm the HNS business
and negatively impact the value of our common stock.

Risks relating to the businesses of the MSV Joint Venture and HNS

   The value of our interest in the MSV Joint Venture may never appreciate or
   may decline significantly in the future because the MSV Joint Venture is
   entering a new stage of development and its business involves a high degree
   of risk.

         Our interest in the MSV Joint Venture represents a substantial portion
of the value of our total assets. The value of our investment in the MSV Joint
Venture may never appreciate in value or may decline rapidly in value in the
future. With the FCC's issuance of the ATC Order and approval of the MSV Joint
Venture's application to operate an ATC in the L-Band, subject to certain
conditions, the MSV Joint Venture has entered a new stage of development which
will require significant future funding requirements and/or a need for one or
more strategic partners. The MSV Joint Venture's business is subject to a
number of significant risks and uncertainties, including:

     o   rapid technological change,

     o   intense competition,

     o   extensive government regulation by the FCC in the United States and by
         Industry Canada in Canada, and

     o   the need for additional funding and/or one or more strategic business
         partners.

   The MSV Joint Venture has experienced, and may continue to experience,
   anomalies with its satellites or may face risks with any new satellites that
   it launches which may have negative consequences on our interest in the MSV
   Joint Venture.

         Satellite services face numerous uncertainties that are unique to the
industry. Satellite launches are inherently risky and launch failures occur.
Moreover, once in orbit, satellites can experience failures or technical
anomalies that could damage the ability to provide services to customers. The
MSV Joint Venture's satellites have experienced several anomalies. No assurance
can be given that such anomalies will not impair the MSV Joint Venture's
business or that they will not occur on future satellites. Satellites cannot be
repaired once in orbit and, accordingly, even a technical anomaly short of
total failure of the satellite could limit the usefulness of the satellite. The
MSV Joint Venture's application to incorporate an ATC contemplates that these
services will be provided using one or more next-generation satellites.
Accordingly, the MSV Joint Venture will face the risks attendant with launching
new satellites in the near term should specific authorizations to launch be
received.

   The MSV Joint Venture may be unable to raise the additional capital
   necessary to meet its strategic objectives which may have negative
   consequences on our interest in the MSV Joint Venture.

         The MSV Joint Venture will need to raise additional funds through
public or private debt or equity financings in order to:

     o   implement its business plans;

     o   take advantage of opportunities, including acquisitions of, or
         investments in, businesses or technologies;

     o   develop new services; or

     o   respond to competitive pressures.

      We cannot assure you that any such additional financing will be available
on terms favorable to the MSV Joint Venture, or at all.

   Our ability to acquire a 50% interest in HNS is subject to numerous
   uncertainties.

         On December 3, 2004, we executed a Contribution and Purchase Agreement
to acquire a 50% interest in HNS in exchange for $50 million of cash and
300,000 shares of our common stock. The transaction is subject to customary
closing conditions, including regulatory approvals. There can be no assurance
that the transaction will close. For the purposes of all of the risk factors
set forth herein other than this risk factor, we have assumed the successful
consummation of our acquisition of a 50% interest in HNS.

   HNS's business is subject to uncertainties and we may lose our entire
   investment.

         The HNS business involves numerous uncertainties. If we are not
successful in assisting HNS in maintaining or growing its revenues and/or
cannot control its costs, the business could need additional capital which
could require additional indebtedness or sale of further additional equity of
HNS resulting in dilution of our interest in HNS or require additional capital
contributions by us. If such actions are necessary, there can be no assurances
that they will be on terms favorable to us or that they will result in the
business being successful or financially viable. If we are unable to take such
actions, the value of our investment in HNS will be adversely affected or lost.

   If we or HNS lose key personnel or are unable to attract and retain senior
   operation employees, our operations or those at HNS could be materially and
   adversely affected.

         Our success is dependent to a significant extent upon the continuing
efforts, abilities and business generation capabilities of our executive
management team and certain key employees at HNS. While we have programs in
place, and will implement new programs at HNS, to motivate, reward and retain
those individuals, they may be unwilling or unable to continue in their present
positions. The loss or unavailability of any of our executive officers and key
employees at HNS could affect our ability to successfully manage HNS, HNS's
client relationships or new business opportunities and could impede HNS's
ability to implement its business strategy. HNS's success and plans for future
growth will also depend on its ability to hire and retain senior operation
employees. If HNS is not successful in this regard, the value of our investment
in HNS and the value of our common stock will be negatively impacted.

   If HNS is unable to attract, retain and manage its employees, its
   business will suffer.

         HNS's, and our, future performance depends in large part upon HNS's
ability to attract, develop, motivate and retain skilled personnel to fulfill
roles previously played by DirecTV personnel. Qualified employees are in demand
and there is significant competition for these individuals. As a result, HNS
may not be able to attract and retain sufficient numbers of these qualified
individuals in the future, which may adversely affect HNS's future performance
and negatively impact the value of our common stock. Further, there can be no
assurances that the additional personnel that HNS or we hire will work well
together with existing members of our management team and the management team
of HNS.

   The long-term debt obligations of HNS could limit its ability to
   implement its business plan.

         The indebtedness that will be incurred by HNS upon closing of the
transactions contemplated by the Contribution and Purchase Agreement will
exceed $300 million and will contain restrictions that may limit HNS's ability
to finance future operations, respond to changing business and economic
conditions, secure additional financing, and engage in opportunistic
transactions, such as strategic acquisitions.

         HNS's substantial level of indebtedness could have important
consequences to us and our common stock, including the following:

     o   HNS's ability to obtain additional financing for working capital,
         capital expenditures or general corporate purposes may be impaired;

     o   the portion of HNS's cash flow needed to make debt service payments on
         the debt will reduce the funds available to it for other purposes; and

     o   HNS may have a higher level of indebtedness than some of its
         competitors, which may put it at a competitive disadvantage and reduce
         its flexibility in planning for, or responding to, changing conditions
         in our industry, including technological change or increased
         competition.

   HNS's ability to protect proprietary technology is limited and
   infringement claims against HNS could restrict the business.

         HNS's success depends significantly on its ability to protect
proprietary rights to the technologies used in its products and services. If
HNS is unable to protect its proprietary rights adequately, its competitors
could use the intellectual property HNS has developed to enhance their own
products and services, which could materially harm HNS's business and
negatively impact the value of our common stock. HNS currently relies on a
combination of patents, trade secret laws, copyrights, trademarks, service
marks and contractual rights to protect its intellectual property. We cannot
assure you the steps HNS has taken to protect its proprietary rights are
adequate. Also, we cannot assure you that HNS's issued patents will remain
valid or that any pending patent applications will be issued. Additionally, the
laws of some foreign countries in which HNS products are or may be sold do not
protect its intellectual property rights to the same extent as do the laws of
the United States.

         Litigation may often be necessary to protect HNS's intellectual
property rights and trade secrets, to determine the validity and scope of the
proprietary rights of others or to defend against claims of infringement or
invalidity. We believe infringement, invalidity, right to use or ownership
claims by third parties or claims for indemnification resulting from
infringement claims will likely be asserted against HNS in the future. If any
claims or actions are asserted against HNS, it may seek to obtain a license
under a third party's intellectual property rights. We cannot assure you,
however, that a license will be available under reasonable terms or at all.
Litigation of intellectual property claims could be extremely expensive and
time consuming, which could materially harm HNS's business, regardless of the
outcome of the litigation. If HNS's products are found to infringe upon the
rights of third parties, it may be forced to incur substantial costs to develop
alternative products. We cannot assure you that HNS would be able to develop
alternative products or, if these alternative products were developed, they
would perform as required or be accepted in the applicable markets. If HNS is
unable to address any of the risks described above relating to the protection
of its proprietary rights, it could materially harm HNS's business and
negatively impact the value of our common stock.

   Because we will be conducting significantly more business internationally
   through HNS, we will face additional risks related to foreign currency
   fluctuation as well as global political and economic conditions.

         HNS has a significant international operation. HNS's international
sales account for a significant percentage of its revenues. Many of these
international sales may be denominated in foreign currencies. Because HNS does
not currently engage in nor do we anticipate engaging in material foreign
currency hedging transactions, a decrease in the value of foreign currencies
relative to the U.S. dollar could result in losses from transactions
denominated in foreign currencies or the repatriation of revenues earned
outside of the U.S. This decrease in value could also make HNS's products less
price-competitive.

         There are additional risks in conducting business internationally,
including:

     o   unexpected changes in regulatory requirements,

     o   increased cost of localizing systems in foreign countries,

     o   increased sales and marketing and research and development expenses,

     o   availability of suitable export financing,

     o   timing and availability of export licenses,

     o   tariffs and other trade barriers,

     o   political and economic instability,

     o   challenges in staffing and managing foreign operations and ensuring
         compliance with U.S. and foreign regulations,

     o   difficulties in managing distributors,

     o   potentially adverse tax consequences,

     o   potential difficulty in making adequate payment arrangements, and

     o   potential difficulty in collecting accounts receivable.

         In addition, some of our customer purchase agreements are governed by
foreign laws, which may differ significantly from U.S. laws. We may be limited
in our ability to enforce our rights under these agreements and to collect
damages, if awarded. If we are unable to address any of the risks described
above, it could materially harm our business and negatively impact the value of
our common stock.