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                                                                   EXHIBIT 10.41

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

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                                          :
In re                                     :   Chapter 11 Case Nos.
                                          :
LORAL SPACE                               :   LEAD CASE 03-41710 (RDD)
  & COMMUNICATIONS LTD., et al.,          :   03-41709 (RDD) through
                                          :   03-41728 (RDD)
                  Debtors.                :   (Jointly Administered)
                                          :
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                      CONSENT ORDER APPROVING KEY EMPLOYEE
                   RETENTION PLAN AND OTHER RELIEF FOR CERTAIN
                EMPLOYEES OF THE DEBTORS' CORPORATE HEADQUARTERS
          PURSUANT TO SECTIONS 105(A) AND 363(B) OF THE BANKRUPTCY CODE

            Upon the motion dated November 3, 2003 (the "Motion"), of Loral
Space & Communications Ltd. ("Loral Ltd.") and its affiliated debtors
(collectively, with Loral Ltd., "Loral" or the "Debtors") for, inter alia, the
approval of (i) a key employee retention plan (the "Retention Plan") for certain
employees of Space Systems/Loral ("SS/L"), for certain employees of the Loral
Skynet Division ("Loral Skynet") of Loral SpaceCom Corporation ("SpaceCom") and
for certain employees of the Debtors' corporate headquarters ("Corporate"); (ii)
enhanced severance (the "Enhanced Severance Arrangements") for certain employees
of SS/L and Corporate; and (iii) certain "change in control" severance
agreements for two SS/L employees (the "Change in Control Agreements" and,
together with the Retention Plan and the Enhanced Severance Arrangements, the
"Employee Retention Programs"), as more fully set forth in the Motion; and this
Court's Order dated November 26, 2003 (the "Consent Order"), (x) approving the
relief requested in the Motion with respect to SS/L and Loral Skynet, as
consensually amended by the Debtors and the statutory committee of unsecured
creditors
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appointed in these chapter 11 cases (the "Creditors' Committee"), and (y)
continuing the hearing to December 18, 2003 at 10 a.m., as agreed by the
Debtors, the Creditors' Committee, the agents for the Debtors' secured bank
creditors (the "Agent") and the Ad Hoc Committee of Preferred Shareholders of
Loral to enable the Creditors' Committee fully to consider the Debtors' requests
as to the Employee Retention Programs as they relate to Corporate and as to the
Change in Control Agreements; and it appearing that due and sufficient notice of
the Motion having been provided in accordance with the Order of the Court dated
July 15, 2003, establishing notice procedures in these chapter 11 cases, and it
further appearing that no other or further notice need be provided; and the
Court having jurisdiction to consider the Motion and the relief requested by the
Debtors and having deemed that the relief requested as to Corporate, as amended
following extensive negotiations with the Creditors' Committee, is in the best
interests of the Debtors and all parties in interest; and upon the consent of
the Creditors' Committee, and there being no objection from the Agent or from
the Ad Hoc Committee of Preferred Shareholders of Loral to the relief granted
herein, and upon all the proceedings had before the Court and after due
deliberation and sufficient cause appearing therefor, it hereby is, ORDERED,
ADJUDGED AND DECREED:

      I.    Corporate Retention Plan. The Corporate Retention Plan as amended
            and hereinafter set forth be, and the same hereby is, approved.

            A.    Fourteen identified employees at Corporate will be eligible
                  for Retention Plan payments as stated below:

                        (i)   Group 1 - two employees. Each of these employees
                              will be entitled to receive an amount equal to 55%
                              of such employee's 2003 annual base salary.

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                        (ii)  Group 2 - eight employees. Each of these employees
                              will be entitled to receive an amount equal to 50%
                              of such employee's 2003 annual base salary.

                        (iii) Group 3 - four employees. Each of these employees
                              will be entitled to receive an amount equal to 40%
                              of such employee's 2003 annual base salary.

            B.    Retention Plan payments will be made as follows, provided the
                  employee is in the employment of Corporate on the payment
                  date:

                        (i)   The President, the Chief Financial Officer, and
                              the General Counsel - 100% upon the occurrence of
                              Triggering Event(s) (as defined below) for all of
                              SpaceCom, Loral Orion, Inc. ("Orion") and SS/L. If
                              the Triggering Event(s) do not occur by September
                              1, 2004, then 25% of the total retention payment
                              will be paid on September 1, 2004, and the balance
                              of 75% of the total retention payment shall be
                              paid upon the occurrence of the Triggering
                              Event(s) for all of SpaceCom, Orion and SS/L.

                        (ii)  For all other participants, 25% of the total
                              retention payment will be paid on each of December
                              24, 2003, and June 30, 2004, and the balance of
                              50% shall be paid upon the occurrence of the
                              Triggering Event(s) for all of SpaceCom, Orion and
                              SS/L.

      II.   General Retention Plan Provisions.

            A.    A Triggering Event shall mean any of (i) the effective date of
                  a plan of reorganization, (ii) a liquidation, closure or
                  shutdown, (iii) a sale of all or substantially all of the
                  assets (excluding the sale of assets to Intelsat approved by
                  the Court on October 24, 2003), or (iv) a termination of
                  employment without "cause" (other than death or disability) by
                  Loral or resignation for "good reason" by executive, in each
                  case after a majority of Loral's Board of Directors is not
                  comprised of members of the "Incumbent Board," with such terms
                  having the meaning ascribed to them in the Debtors prepetition
                  employee protection agreements (other than clause (iv) of the
                  definition of "good reason").

            B.    Notwithstanding any requirement that an employee be employed
                  by Corporate on specified payment dates, if an employee's
                  employment is terminated as a result of death or disability,
                  such employee shall receive, to the extent not already paid, a
                  pro rata amount of such employee's full retention payment
                  based on employee's actual service from September 1, 2003
                  through the applicable Triggering Event(s). Any payment of a
                  pro


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                  rata amount to an employee shall be paid at the same time as
                  payments are made pursuant to the payment schedules set forth
                  above.

            C.    Retention Plan payments are in addition to any amounts awarded
                  under Loral's 2003 management incentive bonus plan which
                  amounts shall not exceed the per employee amount as submitted
                  to the Creditors' Committee pursuant to a letter dated
                  December 17, 2003 (the "Letter").

            D.    The Debtors agree that they will provide the Creditors'
                  Committee with prior notice of any proposed 2004 management
                  incentive plan or other bonus plan prior to implementation
                  thereof.

      III.  Corporate Enhanced Severance Arrangements. Certain Corporate
            employees who may be involuntarily terminated without cause will be
            eligible to receive enhanced severance payments as hereinafter set
            forth (such severance amounts being in addition to amounts payable
            under Corporate's existing severance policy).

            A.    Group 1 - 3 employees. Each of these employees shall receive
                  severance payments equal to 175% of such employee's 2003
                  annual base salary. These severance payments are not subject
                  to mitigation by the employee.

            B.    Group 2 - 6 employees. Each of these employees shall receive
                  severance payments equal to 133% of such employee's 2003
                  annual base salary. These severance payments are subject to
                  mitigation by the employee starting on the 12 month
                  anniversary of such employee's termination.

            C.    Group 3 - 6 employees. Each of these employees shall receive
                  severance payments equal to 100% of such employee's 2003
                  annual base salary. These severance payments are subject to
                  mitigation by the employee starting on the 9 month anniversary
                  of such employee's termination.

            D.    Group 4 - 13 employees. Each of these employees shall receive
                  severance payments equal to 66% of such employee's 2003 annual
                  base salary. These severance payments are not subject to
                  mitigation by the employee

            E.    Severance payments shall be made as follows:

                        (i)   Group 1 - Lump sum payment.

                        (ii)  Group 2 - Lump sum payment of severance
                              attributable to period prior to mitigation period;
                              upon the commencement of the mitigation period,
                              severance payments shall be made in the form of
                              salary continuation based on a dollar for dollar
                              reduction of severance for any salary received
                              from a new employer during the severance
                              mitigation period.


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                        (iii) Group 3 - Lump sum payment of severance
                              attributable to period prior to mitigation period;
                              upon the commencement of the mitigation period,
                              severance payments shall be made in the form of
                              salary continuation based on a dollar for dollar
                              reduction of severance for any salary received
                              from a new employer during the severance
                              mitigation period.

                        (iv)  Group 4 - Lump sum payment.

            F.    Employees in each Group will receive continued medical
                  coverage on the same terms and conditions as active employees
                  until the earlier of the end of the applicable severance
                  period and the date upon which such employee becomes covered
                  under the medical plan(s) of another employer and outplacement
                  assistance.

            G.    Each employee entitled to payments hereunder that also is a
                  party to a prepetition Employee Protection Agreement, shall
                  execute a waiver and release of all of such employee's claims
                  under such employee's prepetition Employee Protection
                  Agreement, including but not limited to any rejection damage
                  claim thereunder, prior to receipt of any payment hereunder
                  and in the case of Eric Zahler, Richard Townsend, Avi Katz, C.
                  Patrick DeWitt, by not later than December 24, 2003. The
                  foregoing shall not apply to, and no employee shall release,
                  any severance amounts payable under Corporate's existing
                  severance policy.

            H.    If severed from their employment, Eric Zahler and Richard
                  Townsend shall execute appropriately reasonable nondisclosure
                  agreements with a term of one year from the date of severance.

      IV.   Change in Control Agreements. The Debtors may provide additional
            severance protection through Change in Control Agreements to C.
            Patrick DeWitt and Ronald Haley (each, an "Executive") to cover the
            Executive if such Executive is involuntarily terminated without
            cause or if the Executive terminates employment for "good reason"
            within one year following a change in control as hereinafter set
            forth:

            A.    The Change in Control Agreements shall be in lieu of any
                  existing prepetition Employee Protection Agreements and
                  payments thereunder shall be equal to 1.5 times current annual
                  base salary for each such Executive and continuation of
                  existing benefits for each such Executive until the earlier of
                  1.5 years and the date upon which such Executive starts
                  receiving comparable benefits from another employer.

            B.    With respect to any employee that is entitled to become a
                  party to a Change in Control Agreement that is a party to a
                  prepetition Employee Protection Agreement, such employee will
                  not receive any payment under


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                  any Employee Retention Program unless and until such employee
                  executes a waiver and release of all of such employee's claims
                  under such employee's prepetition Employee Protection
                  Agreement. The foregoing shall not apply to, and no employee
                  shall release, any severance amounts payable under SS/L's
                  existing severance policy.

            C.    The Change in Control Agreements, which have a two year term,
                  provide that severance benefits are payable if the Executive
                  is involuntarily terminated without cause or for "good reason"
                  within one year following a change in control.

            D.    "Good reason" to terminate employment exists with respect to
                  the Executive if there is (i) any diminution of, or assignment
                  by SS/L or Loral Ltd. (as applicable, "Company"), of duties
                  inconsistent with Executive's position, duties,
                  responsibilities and status with the Company immediately prior
                  to a Change in Control (as defined below), or a change in
                  Executive's titles or positions as in effect immediately prior
                  to a Change in Control, or any removal of Executive from, or
                  any failure to reelect Executive to, any of such titles or
                  positions, except in connection with Executive's termination
                  of employment for disability, voluntary termination or Cause
                  or as a result of Executive's death, or by Executive other
                  than for "good reason", (ii) a reduction by the Company in
                  Executive's base salary as in effect on the date hereof or as
                  the same may be increased from time to time, or the Company's
                  failure to increase Executive's base salary (within twelve
                  (12) months of Executive's last increase in base salary prior
                  to a Change in Control or any anniversary of the date of such
                  increase) after a Change in Control in an amount which at
                  least equals, on a percentage basis, the average percentage
                  increase in base salary for all officers of the Company
                  (excluding Executive) effected in the preceding 12 months;
                  (iii) any failure to continue any material employee benefit,
                  incentive or securities plan or arrangement, or the taking of
                  action that adversely affects the Executive's participation in
                  or reduces benefits under such plans or arrangements unless a
                  substantially comparable plan or arrangement is provided; (iv)
                  the relocation of the primary workplace of the Executive by
                  more than a reasonable commuting distance; (v) a substantial
                  increase in business travel obligations over such obligations
                  as they shall have existed at the time of a Change in Control;
                  (vi) any failure to provide the number of paid vacation days
                  to which the Executive was entitled at the time of the Change
                  in Control; (vii) any material breach of the Change in Control
                  Agreement; (viii) any failure to obtain the satisfactory
                  agreement from any successor to assume and agree to perform
                  the Change in Control Agreement; and (ix) any purported
                  termination of employment without prior written notice
                  specifying the reason for such termination.

            E.    For the purposes of the Change in Control Agreements, a
                  "Change in Control" includes (i) any purchase of shares of the
                  Company's common


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                  stock or securities convertible into shares of common stock
                  made pursuant to a tender or exchange offer (other than any
                  such tender offer or exchange made by the Company); (ii)
                  acquisition by any person (other than any employee benefit
                  plan sponsored by the Company or its subsidiaries) of
                  beneficial ownership of 20% or more of the total voting power
                  of the Company's then outstanding stock and securities, except
                  as a result of a merger or consolidation in which the voting
                  securities of the Company immediately prior to such merger or
                  consolidation represent at least 75% of the combined voting
                  power of the stock of the Company or the surviving company or
                  any parent thereof outstanding immediately after such merger
                  or consolidation; (iii) change in the composition of the Board
                  of the Company, so that existing Board members and their
                  approved successors do not constitute a majority of such
                  Board; (iv) consummation of a merger or consolidation of the
                  Company unless shareholders of voting securities immediately
                  prior to the merger or consolidation continue to hold 75% or
                  more of the voting securities of the resulting entity; and (v)
                  shareholder approval of a liquidation or dissolution of the
                  Company or there is a sale of substantially all of the
                  Company's assets.

            F.    The definition of Change in Control set forth in paragraph
                  IV.C hereof shall not include the conversion of debt
                  obligations of the Debtors prior to the petition date to
                  equity in the reorganized Company on account of such interest
                  pursuant to a plan of reorganization, or the resultant change
                  in the composition of the Board of Directors of the Company,
                  except in the event of the acquisition of the requisite amount
                  of stock to control the Company directly or indirectly by a
                  "competitor" of SS/L (as defined in the Letter).

            G.    Severance payments may be grossed-up to the extent necessary
                  to cover any "golden parachute" excise taxes under Section
                  4999 of the Internal Revenue Code such that the net amount
                  retained by Executive after income taxes and excises taxes on
                  the gross-up amount equals the severance amount. Legal fees in
                  connection with a good faith dispute involving the Change in
                  Control Agreements shall be paid or reimbursed by the Debtors.

      V.    The Debtors are authorized to execute, deliver, implement and to
            perform in accordance with any and all instruments and documents and
            to take any and all actions necessary or appropriate to effectuate
            the Corporate portions of the Employee Retention Programs, as set
            forth above, including, without limitation, the payments approved by
            this Order.

      VI.   Nothing contained in the Motion or in this order shall be deemed a
            request by the Debtor for approval to assume any executory contract
            pursuant to section 365 of the Bankruptcy Code.

      VII.  The Court retains jurisdiction to interpret, implement, and enforce
            the terms and provisions of this Order.


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      VIII. The requirement pursuant to Rule 9013-1(b) of the Local Bankruptcy
            Rules for the Southern District of New York that the Debtors file a
            memorandum of law in support of the Motion hereby is waived.

Dated:   December 18, 2003
         New York, New York
                                            /s/ Robert D. Drain
                                            -----------------------------------
                                            UNITED STATES BANKRUPTCY JUDGE
CONSENTED TO:

Akin, Gump, Strauss, Hauer & Feld, LLP
590 Madison Avenue
New York, New York  10022
(212) 872-1000
Attorneys for the Creditors' Committee


By:      /s/ David Botter
   -------------------------------------
         A Member of the Firm

NO OBJECTION:

Davis Polk & Wardwell
450 Lexington Avenue
New York, New York  10017
(212) 450-4000 Attorneys for the Agent

By:      /s/ Marshall S. Huebner
   -------------------------------------
         A Member of the Firm

Sonnenschein Nath & Rosenthal
1221 Avenue of the Americas
New York, New York  10020-1089
(212) 768-6700
Attorneys for Ad Hoc Committee of
  Preferred Shareholders of Loral Space
  & Communications, Ltd.

By:      /s/ John A. Bicks
   -------------------------------------
         A Member of the Firm


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