WHEREAS, the Taipei Economic and Cultural Representative Office
in the United States (TECRO) and the American Institute in
Taiwan (AIT) signed an Agreement for Technical Cooperation
Associated with Development, Launch and Operation of a
Constellation Observing System for Meteorology, Ionosphere and
Climate (COSMIC), dated 30 June 1999 (the Agreement), which
provides a framework through which AIT, through its designated
representative, UCAR, can provide technical expertise, training,
and scientific exchange activities to TECRO, through its
designated representative, NSPO, in areas of mutual interest in
the development, launch and operation of a demonstration
constellation of small satellites for atmospheric sensing, with
a goal to provide global atmospheric data sets for scientific
research, education and demonstration of operational capability;
and

WHEREAS, Implementing Arrangement No. 1, which describes the
cooperative activities to be undertaken by TECRO's designated
representative, NSPO, and AIT's designated representative, UCAR,
to secure a Minotaur launch (Launch) for the COSMIC Program from
the Rocket Systems Launch Program (RSLP) of the United States
Air Force (USAF), together with the relevant launch services,
was subsequently executed between the parties.

NOW, THEREFORE, the parties hereto agree to amend the
Implementing Arrangement No. 1 as follows:

1. In Article 4, The Launch, delete paragraphs 4.1 and 4.5 in
their entirety and substitute the following in their place:

Quote

4.1 The Launch Period shall be the three-month period commencing
from the 44th month to the 47th month from the Work Starting
Date under the ROCSAT-3/COSMIC Spacecraft Contract. The
Launch Period will be reduced to a one (1) month Launch Slot
within the designated Launch Period.

4.5 In the event the scheduled Launch Date is delayed after it
is determined pursuant to the procedure set forth above,
RSLP may have to incur additional costs. TECRO's designated
representative, NSPO, shall be responsible for any
additional costs resulting from delays attributable to NSPO
or its contractors. AIT's designated representative, UCAR,
shall be responsible for any additional costs resulting from
delays attributable to UCAR or RSLP. Each designated
representative, NSPO and UCAR, shall bear the consequences
of force majeure event(s) suffered by it. Notwithstanding
the foregoing, launch postponements by RSLP of not more than
30 days total may extend the Launch Date beyond the Launch
Period of WSD+47 months without an adjustment in the amount
of NSPO's contribution as set forth in Article 6.1.

Unquote

2. In section 4, Milestones Completion Certificate, Appendix III
Statement of Work, delete 4.1 through 4.6 in their entirety
and substitute sections 4.1 to 4.7 as in Attachment A to this
Amendment in their place.

3. In section 4.0, Summary Document List, Appendix V Data
Deliverables, delete 4.1through 4.3 in their entirety and
substitute sections 4.1 to 4.3 as in Attachment B to this
Amendment in their place.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 2
to Implementing Arrangement No. 1 to be executed by their duly
authorized officers or representatives in two (2) originals,
each party shall hold one original. This Amendment shall enter
into force on the date of the last signature hereafter.

THE TAIPEI ECONOMIC AND THE AMERICAN INSTITUTE IN TAIWAN
CULTURAL REPRESENTATIVE
OFFICE IN THE UNITED
STATES

Name: Name:

Title: Title:

Date:3/2/05 Date:2/25/05