ADDENDUM TO GALAXY X
                            TRANSPONDER PURCHASE AGREEMENT
                                       BETWEEN
                               GCI COMMUNICATION CORP.
                                         AND
                          HUGHES COMMUNICATIONS GALAXY, INC.


    This document shall constitute an Addendum to that certain Galaxy X
Transponder Purchase Agreement between GCI COMMUNICATION CORP. ("Buyer") and
HUGHES COMMUNICATIONS GALAXY, INC. ("HCG"), dated as of [_______________] (the
"Agreement").  This Addendum amends the Agreement as indicated herein.  If there
is any inconsistency between this Addendum and the Agreement, then this Addendum
shall prevail.  This Addendum is being executed concurrently and is dated as of
even date with, and is an integral part of, the Agreement.  Any reference to the
"Agreement" shall refer collectively to the Agreement and this Addendum.  Terms
not otherwise defined herein shall have the meanings set forth in the Agreement.

1.  A NEW SECTION 22 IS ADDED HEREBY:

    22.  INTERIM CAPACITY:  Buyer shall lease from HCG, and HCG shall lease to
Buyer, five (5) U.S.-Mode C-Band transponders on a satellite commonly known as
"Galaxy IX", which shall be located at 123DEG. West Longitude orbital location,
from the date on which transponder service on Galaxy IX shall commence (as
determined by HCG in its sole discretion) through the Delivery of Galaxy X, at a
Monthly Lease Rate of $65,000 per transponder per month, payable in advance on
the first day of each month.  Provided that the Galaxy X Delivery has not
occurred on or before September 1, 1998, then HCG shall lease to Buyer, and
Buyer shall lease from HCG, another U.S.-Mode C-Band transponder on Galaxy IX
(thereby a total number of six (6) transponders) from September 1, 1998 through
the Galaxy X Delivery.  Provided that the Galaxy X Delivery has not occurred on
or before September 1, 1999, HCG shall lease to Buyer, and Buyer shall lease
from HCG, another U.S.-Mode C-Band transponder on Galaxy IX (thereby a total
number of seven (7) transponders) from September 1, 1999 or September 1, 2000,
at Buyer's sole option, through the Galaxy X Delivery.  Buyer may elect to take
Transponder Nos. 6 and 7 early with thirty (30) days advance notice to HCG.  The
Monthly Lease Rate for the sixth and seventh Galaxy IX transponders shall be
$75,000 per transponder per month, payable in advance on the first day of each
month.  Buyer shall notify HCG in writing of its decision to elect either
September 1, 1999 or September 1, 2000 as the start date for the lease of the
seventh (7th) transponder on or before March 1, 1999.  If Buyer does not provide
HCG with such written notice, then Buyer shall be deemed to have elected the
September 1, 2000 date.  If Buyer elects or is deemed to have elected the
September 1, 2000 date, then Buyer shall pay to HCG $500,000 either concurrently
with Buyer's written notice or on March 1, 1999, respectively.  However, the
parties agree that the Monthly Lease Rate per each transponder shall increase to
$105,000 as of the date on which Galaxy X suffers a launch failure or March 1,
1998, whichever occurs first.  The lease of the Galaxy IX transponders shall be
governed by the terms and conditions of the Agreement regarding use of the
Transponders, including Sections 7, 8, 9 and 10 and any other then-effective
HCG's standard provisions applicable to the lease or use 



of capacity on Galaxy IX.  The condition precedent to the interim capacity on
Galaxy IX as set forth in this Section 22 shall be the successful launch and
operation of Galaxy IX.

    In the event that Galaxy X is not Delivered into orbit on or before 
December 31, 1998, or the launch thereof is a failure, AND NO REPLACEMENT IS 
CONTEMPLATED, Buyer shall take all six of its Galaxy X C-Band Transponders on 
Galaxy IX instead (all six (6) as a group in either U.S.-Mode or 
Alaska-Mode), at the Monthly Lease Rate of $90,000 per Transponder per month, 
for a Lease Term commencing on the date of such Delivery or launch failure 
and terminating on the twelfth anniversary of the Delivery of Galaxy IX, and 
the Capacity of Buyer on Galaxy IX shall continue as a Lease and not a 
Purchase.  In that event, Buyer agrees to execute any and all necessary 
documents to convert the Purchase of Transponders on Galaxy X to a Lease of 
the same amount of Capacity on Galaxy IX. Alternatively, Buyer shall have the 
right to convert the lease of such Galaxy IX transponders to a purchase.  The 
purchase price shall be an amount representing $105,000 per month discounted 
at 12% per annum, compounded monthly, based on the then-remaining life of 
Galaxy IX.  The TT&C fee and the in-orbit warranty fee shall be included in 
the purchase price.  The purchase of the Galaxy IX transponders shall be 
governed by HCG's then-effective standard Galaxy IX purchase agreement.

    IN WITNESS WHEREOF, each of the parties hereto has duly executed and
delivered this Addendum.

GCI COMMUNICATION CORP.                HUGHES COMMUNICATIONS GALAXY, INC.


By:________________________________    By:________________________________

Its:  Sr. Vice President               Its:  Sr. Vice President

Date:  95 August 24                    Date:  8/24/95


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