Exhibit 10.69



                              PanAmSat Corporation
                 Executive Change in Control Severance Agreement

This Executive Change in Control Severance Agreement (the "Agreement") is
entered into this 31st day of January, 2001 by and between PanAmSat Corporation,
a Delaware corporation (together with its successors and assigns, the
"Company"), and Thomas E. Eaton (the "Executive").

WHEREAS the Company desires to incentivize the Executive to provide leadership
and support in the event of any "Change in Control" (as defined below) of the
Company; and

WHEREAS, the Company and the Executive desire to enter into this Agreement on
the terms and conditions set forth below. For good and valuable consideration
and the mutual covenants set forth herein, the parties hereto agree as follows:

1.   Definitions.  The following terms shall have the meaning set forth below
     for purposes of this Agreement.

     a.   "Cause" means the Executive's: (i) conviction of, or plea of nolo
          contendere to, a felony; (ii) use or sale of illegal drugs; or (iii)
          willful and intentional misconduct, willful neglect or gross
          negligence, in the performance of the Executive's duties, which the
          Company reasonably believes has caused a demonstrable and serious
          injury to the Company, monetary or otherwise; provided, however, that
          such acts or events shall constitute Cause only if the Board of
          Directors of the Company so determines by resolution adopted by the
          vote of two-thirds of the directors in attendance and the Executive is
          given written notice that the Company intends to terminate his
          employment for Cause, which notice shall specify the particular acts
          or failures to act on the basis of which the decision to so terminate
          employment was made. In the case of a termination for Cause as
          described in clause (iii) above, the Executive shall be given the
          opportunity within 30 days of the receipt of such notice to meet with
          the Company to defend and cure such acts or failures to act, prior to
          termination. The Company may suspend the Executive's title and
          authority pending such meeting, and such suspension shall not
          constitute "Good Reason" (as defined below). For purposes of this
          section, an act or failure to act shall be deemed "willful" only in
          the absence of good faith on the part of Executive.

     b.   "Change in Control" means the effective date of any of the following
          events occurring during the Term: (a) consummation of a change in
          ownership of the Company, whether by sale, merger, consolidation or
          reorganization, and whether in one or more such transactions, pursuant
          to which Hughes Electronics Corporation and/or General Motors
          Corporation does not directly or indirectly own more than 50% of the
          outstanding common stock, in value, of the Company or any successor
          surviving entity; or (b) the sale or distribution of all or
          substantially all of the assets of the Company to an unrelated entity
          or entities or to an entity in which Hughes Electronics




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          Corporation and/or General Motors Corporation does not directly or
          indirectly own more than 50% in value of the equity of such entity.

     c.   "Code" means the Internal Revenue Code of 1986, as amended.

     d.   "Good Reason" means any of the following events occurring within three
          (3) years following a Change in Control:

          (i)   without the Executive's written consent, (A) any reduction in
                the amount of the Executive's annual base salary, (B) any
                reduction in the Executive's aggregate incentive compensation
                opportunities, (C) any reduction in the aggregate value of the
                Executive's benefits (other than incentive compensation
                opportunities in clause (B) above) as in effect from time to
                time (unless such reduction is pursuant to a general change in
                benefits applicable to all similarly situated employees of the
                Company and its affiliates), (D) any failure of the Company to
                pay any compensation to Executive when due, or (E) any material
                breach by the Company of a written employment agreement with the
                Executive;

          (ii)  a significant reduction or modification, without the Executive's
                written consent, in the Executive's duties, responsibilities
                (including, without limitation, reporting responsibilities), or
                authority from that immediately prior to a Change in Control; or

          (iii) without the Executive's written consent, a transfer of the
                Executive's principal place of employment to a location more
                than fifty (50) miles from the Executive's principal place of
                employment immediately prior to the Change in Control; provided
                that the distance between the new principal place of employment
                and the Executive's primary residence is greater than ten (10)
                miles more than the distance between the principal place of
                employment prior to such transfer and the Executive's primary
                residence immediately prior to the Change in Control; provided
                further that this clause (iii) shall not apply in the event that
                (A) Executive's principal place of employment immediately prior
                to the Change in Control was located in Fairfield County,
                Connecticut, and (B) Executive's new principal place of
                employment is located in the borough of Manhattan in the City
                and State of New York.

                Notwithstanding the above, the occurrence of any of the events
                described in (i), (ii) or (iii) above will not constitute Good
                Reason unless the Executive gives the Company written notice,
                within 30 calendar days after the Executive knew of the
                occurrence of any of the events described in (i), (ii) or (iii)
                above, that such event constitutes Good Reason, and the Company
                thereafter fails to cure the event within (30) days after
                receipt of such notice.



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     e.   "Involuntary Termination" means (i) termination of the Executive's
          employment by the Company without Cause or (ii) termination of the
          Executive's employment by the Executive for Good Reason.

     f.   "Term" means the period commencing on the date of this Agreement and
          continuing for 3 years.

2.   Accrued Compensation and Severance Benefits.

2.1  Involuntary Termination of Employment.  In the event that within three (3)
     years following a Change in Control, an Involuntary Termination of
     Executive's employment with the Company occurs, the Executive shall be
     entitled to (i) payment of accrued compensation pursuant to Section 2.2,
     (ii) payment of severance compensation pursuant to Section 2.3, and (iii)
     receipt of other benefits pursuant to Section 2.4.

2.2  Accrued Compensation.  The accrued compensation to which the Executive is
     entitled pursuant to Section 2.1 shall be as follows:

     a.   an amount equal to the Executive's unpaid annual base salary earned as
          of the date of Involuntary Termination;

     b.   an amount equal to the higher of (x) the Executive's unpaid targeted
          annual bonus established for the fiscal period in which the
          Involuntary Termination occurs or (y) the actual bonus paid or payable
          to the Executive in respect of the most recent full fiscal year of the
          Company, in each case multiplied by a fraction, the numerator of which
          is the number of days elapsed in the current fiscal period to the date
          of Involuntary Termination, and the denominator of which is 365; and

     c.   an amount equal to the Executive's accrued balance under the Company's
          "Paid Time Off" program (or successor or replacement program),
          calculated based on the Executive's annual base salary; provided, that
          in the event of an Involuntary Termination for Good Reason under
          Section 1(d)(i)(A) above, the annual base salary amount used for the
          foregoing calculation shall be that annual base salary amount in
          effect immediately prior to any reduction thereof.

2.3  Amount of Severance Compensation.

     a.   The amount of severance compensation (the "Severance Compensation") to
          which the Executive is entitled pursuant to Section 2.1 shall be equal
          to 2 (two) times the sum of (i) the Executive's annual base salary for
          the year in which the Involuntary Termination occurs plus (ii) the
          higher of (x) the Executive's targeted annual bonus established for
          the fiscal period in which the Involuntary Termination occurs or (y)
          the actual bonus paid or payable to the Executive in respect of the
          most recent full fiscal year of the Company; provided, that in the
          event of an Involuntary Termination for Good Reason




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          under Section 1(d)(i)(A) and/or (B) above, the annual base salary and
          targeted bonus amounts used for the foregoing calculation shall be
          those annual base salary and targeted bonus amounts in effect
          immediately prior to any reduction thereof. Payment of the Severance
          Compensation shall be conditioned upon receipt of a written release by
          the Executive of any claims against the Company or its subsidiaries,
          except those arising under this Agreement or any other written plan or
          agreement, which shall be specifically noted in such release. Such
          release shall be substantially in the form attached hereto as Annex A.
          Payment of the Severance Compensation shall be made within ten (10)
          days following the effective date of such written release. Such
          Severance Compensation shall be in lieu of any other payments or
          benefits in the nature of severance pay or benefits which the
          Executive has received or will receive from the Company or any of its
          affiliates. Any other arrangement, plan or program providing severance
          benefits shall be deemed to be amended to eliminate any obligation for
          benefits to be provided thereunder. If the Executive is entitled to
          any notice or payment in lieu of any notice of termination of
          employment required by Federal, state or local law, including but not
          limited to the Worker Adjustment and Retraining Notification Act, the
          Severance Compensation to which the Executive would otherwise be
          entitled under this Agreement shall be reduced by the amount of any
          such payment, in lieu of notice.

     b.   The Executive shall not be entitled to Severance Compensation
          hereunder for more than one position with the Company and its
          affiliates, therefore, there shall be no duplication of severance
          benefits in this regard.

     c.   The Executive's Severance Compensation under this Agreement shall not
          be reduced by the amount of any salary or bonus paid or payable by any
          employer of the Executive for any period after termination of
          Executive's employment with the Company. The Executive shall not be
          obligated to secure new employment, but shall be obligated to report
          promptly to the Company any actual employment obtained during the
          period for which employee benefits continue pursuant to Section 2.4.

2.4  Other Benefits.

     a.   Any unvested stock options, restricted stock units and other awards
          ("Stock Awards") granted prior to the Change in Control under the
          Company's Long-Term Stock Incentive Plan (or successor or replacement
          plan) (the "Plan") held by the Executive shall immediately become
          vested and exercisable, and any restrictions thereon shall lapse, upon
          the Change in Control, and, to the extent such Stock Awards are
          assumed, substituted or continued, following any Involuntary
          Termination such Stock Awards shall be exercisable under the terms and
          conditions of the Plan and any award agreements thereunder for a
          period equal to the lesser of (i) five years from the date of the
          Executive's Involuntary Termination or (ii) the term of such Stock
          Award.




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     b.   The Executive and the Executive's dependents shall be entitled to
          participate on the same basis as active employees and their
          dependents, respectively, in the Company's group health, dental and
          life insurance plans (including premium payments and credit dollars
          paid by the Company), or the Company shall make available comparable
          benefits (but not any other welfare benefit plans or any retirement
          plans, except as described below) for a period of 2 (two) years
          following a termination of employment described in Section 2.1 and
          provided that the coverage provided under this Agreement is subject to
          any limitations under the terms of any applicable contract with an
          insurance carrier or third party administrator, except such coverage
          shall expire if the Executive becomes eligible for comparable coverage
          under a plan of another employer. Nothing herein shall be deemed to
          restrict the right of the Company from amending or terminating any
          such plan in a manner generally applicable to similarly situated
          active executives employed by the Company and its affiliates, in which
          event the Executive shall be entitled to participate on the same basis
          (including payment of applicable contributions) as similarly situated
          active executives employed by the Company and its affiliates.

     c.   The Executive shall be entitled to reimbursement for actual payments
          made for professional outplacement services, not to exceed $25,000.

     d.   The Executive shall be entitled to reimbursement for all outstanding
          unreimbursed business expenses properly incurred by Executive prior to
          the Involuntary Termination pursuant to the Company's policy therefor
          in effect at the time such expenses were incurred.

3.   Excise Taxes.

     a.   Anything in this Agreement to the contrary notwithstanding and except
          as set forth below, if it is determined that any payment, benefit or
          distribution by the Company to or for the benefit of Executive
          (whether paid or payable or distributed or distributable pursuant to
          the terms of this Agreement or any other agreement, plan or program of
          the Company, but determined without regard to any additional payments
          required under this Section 3) (each of such payments, benefits and
          distributions, a "Payment") is subject to the excise tax imposed by
          Section 4999 of the Code or any similar federal, state or local law,
          or any interest or penalties are incurred by Executive with respect to
          such excise tax (such excise tax, together with any such interest and
          penalties, are hereinafter collectively referred to as the "Excise
          Tax"), then the Company shall pay the Executive an additional cash
          payment (a "Gross-Up Payment") in an amount such that after payment by
          Executive of all taxes (including any interest or penalties imposed
          with respect to such taxes), including, without limitation, any income
          taxes (and any interest and penalties imposed with respect thereto)
          and Excise Tax imposed upon the Gross-Up Payment, Executive retains an
          amount of the Gross-Up Payment equal to the Excise Tax imposed upon
          the Payments. For purposes of determining the Gross-Up Payment, the
          Executive shall be deemed to be taxed at the highest marginal rate
          under all applicable federal, state and local income tax laws for the
          year in




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          which the Gross-Up Payment is paid. Notwithstanding the foregoing
          provisions of this paragraph "a", if it is determined that Executive
          is entitled to a Gross-Up Payment, but that Executive, after taking
          into account the Payments and the Gross-Up Payment, would not receive
          a net after-tax benefit of at least $50,000 (taking into account both
          income taxes and any Excise Tax) as compared to the net after-tax
          proceeds to Executive resulting from an elimination of the Gross-Up
          Payment and a reduction of the payments, in the aggregate, to an
          amount (the "Reduced Amount") such that the receipt of Payments would
          not give rise to any Excise Tax then no Gross-Up Payment shall be made
          to Executive and the Payments, in the aggregate, shall be reduced to
          the Reduced Amount.

     b.   Subject to the provisions of paragraph "a", all determinations
          required to be made under this Section 3, including whether and when a
          Gross-Up Payment is required and the amount of such Gross-Up Payment
          and the assumptions to be utilized in arriving at such determination,
          shall be made by a nationally recognized certified public accounting
          firm selected by the Company and reasonably acceptable to the
          Executive (the "Accounting Firm") which shall be retained to provide
          (i) detailed supporting calculations both to the Company and Executive
          within fifteen (15) business days of the receipt of notice from
          Executive that there has been a Payment, or such earlier time as is
          required by the Company, and (ii) if applicable, an opinion to the
          Executive that the Executive is not required to report any Excise Tax
          on the Executive's federal income tax return with respect to the
          Payments (clauses (i) and (ii), collectively, the "Determination") .
          Within five (5) business days of receipt of the Determination,
          Executive shall have the right to dispute such Determination (a
          "Dispute"). The existence of such a Dispute shall not in any way
          affect the right of the Executive to receive the Payments in
          accordance with the Determination. If the Executive is successful in
          the Dispute, any additional amount thereby determined to be owed to
          Executive shall be paid, together with interest thereon at an interest
          rate equal to the federal short-term rate determined under Section
          1274(d) of the Code (the "Interest Rate"). All fees and expenses of
          the Accounting Firm shall be borne solely by the Company. Any Gross-Up
          Payment, as determined pursuant to this Section 3, shall be paid by
          the Company to Executive within five (5) business days of the receipt
          of the Accounting Firm's Determination. Any Determination by the
          Accounting Firm shall be binding upon the Company and Executive,
          subject to Executive's right to dispute such Determination provided
          above. As a result of the uncertainty in the application of Section
          4999 of the Code at the time of the initial Determination by the
          Accounting Firm hereunder, it is possible that Gross-Up Payments which
          will not have been made by the Company should have been made
          ("Underpayment"), consistent with the calculations required to be made
          hereunder. If the Company exhausts its remedies pursuant to paragraph
          "c" below and Executive thereafter is required to make a payment of
          any Excise Tax, the Accounting Firm shall determine the amount of the
          Underpayment that has occurred and any such Underpayment, together
          with interest thereon at the Interest Rate, shall be promptly paid by
          the Company to or for the benefit of Executive.




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     c.   Executive shall notify the Company in writing of any claim by the
          Internal Revenue Service that, if successful, would require the
          payment by the Company of the Gross-Up Payment. Such notification
          shall be given as soon as practicable but no later than twenty (20)
          business days after Executive is informed in writing of such claim and
          shall apprise the Company of the nature of such claim and the date on
          which such claim is requested to be paid or appealed. Executive shall
          not pay such claim prior to the expiration of the thirty (30) day
          period following the date on which it gives such notice to the Company
          (or such shorter period ending on the date that any payment of taxes
          with respect to such claim is due). If the Company notifies Executive
          in writing prior to the expiration of such period that it desires to
          contest such claim, Executive shall:

          (a) give the Company any information reasonably required by the
              Company relating to such claim;

          (b) take such action in connection with contesting such claims as the
              Company shall reasonably request in writing from time to time,
              including, without limitation, accepting legal representation with
              respect to such claim by an attorney reasonably selected by the
              Company;

          (c) cooperate with the Company in good faith in order to effectively
              contest such claim; and

          (d) permit the Company to participate in any proceedings relating to
              such claim;

          provided, however, that the Company shall bear and pay directly all
          costs and expenses (including additional interest and penalties)
          incurred in connection with such contest and shall indemnify and hold
          Executive harmless, on an after-tax basis, for any Excise Tax or
          income tax (including interest and penalties with respect thereto)
          imposed as a result of such representation and payment of costs and
          expenses. Without limitation on the foregoing provisions of this
          paragraph "c", the Company shall control all proceedings taken in
          connection with such contest and, at its sole option, may pursue or
          forgo any and all administrative appeals, proceedings, hearings and
          conferences with the taxing authority in respect of such claim and
          may, at its sole option, either direct Executive to pay the tax
          claimed and sue for a refund or to contest the claim in any
          permissible manner, and Executive agrees to prosecute such contest to
          a determination before any administrative tribunal, in a court of
          initial jurisdiction and in one or more appellate courts, as the
          Company shall determine; provided, however, that if the Company
          directs Executive to pay such claim and sue for a refund, the Company
          shall advance the amount of such payment to Executive, on an
          interest-free basis, and shall indemnify and hold Executive harmless,
          on an after-tax basis, from any Excise Tax or income tax (including
          interest or penalties with respect thereto) imposed with respect to
          such advance or with respect to any imputed income




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          with respect to such advance; and further provided that any extension
          of the statute of limitations relating to payment of taxes for the
          taxable year of Executive with respect to which such contested amount
          is claimed to be due is limited solely to such contested amount.
          Furthermore, the Company's control of the contest shall be limited to
          issues with respect to which a Gross-Up Payment would be payable
          hereunder, and Executive shall be entitled to settle or contest, as
          the case may be, any other issue raised by the Internal Revenue
          Service or any other taxing authority.

     d.   If, after the receipt by Executive of an amount advanced by the
          Company pursuant to paragraph "c" above, Executive becomes entitled to
          receive any refund with respect to such claim, Executive shall
          (subject to the Company's complying with the requirements of paragraph
          "c" above) promptly pay to the Company the amount of such refund
          (together with any interest paid or credited thereon after taxes
          applicable thereto). If after the receipt by Executive of any amount
          advanced by the Company pursuant to paragraph "c" above, a
          determination is made that Executive shall not be entitled to any
          refund with respect to such claim and the Company does not notify
          Executive in writing of its intent to contest such denial of refund
          prior to the expiration of 30 days after such determination, then such
          advance shall be forgiven and shall not be required to be repaid and
          the amount of such advance shall offset, to the extent thereof, the
          amount of Gross-Up Payment required to be paid. In the event that any
          taxing authority determines that any additional Excise Tax is owed,
          then the Company shall pay an additional Gross Up Amount to the
          Executive in a manner consistent with this Section 3 with respect to
          such additional Excise Tax and any assessed interest, fines and
          penalties.

4.   Claims & Arbitration.

4.1  Arbitration of Claims.  After exhausting administrative remedies provided
     in applicable plans, if any, Executive shall settle by arbitration any
     dispute or controversy arising in connection with this Agreement, whether
     or not such dispute involves a plan subject to the Employee Retirement
     Income Security Act of 1974, as amended ("ERISA"). Such arbitration
     (including, without limitation, the selection of arbitrators) shall be
     conducted in accordance with the employment rules of the American
     Arbitration Association before a panel of three arbitrators sitting in New
     York, New York. The Company and Executive agree that the arbitrators shall
     be empowered to enter an equitable decree mandating enforcement of the
     terms of this Agreement. The award of the arbitrators shall be final and
     non-appealable, and judgment may be entered on the award of the arbitrators
     in any court having proper jurisdiction. All expenses of such arbitration
     shall be borne by the Company in accordance with Section 4.2 hereof.

4.2  Payment of Legal Fees and Costs.  The Company agrees to pay as incurred, to
     the full extent permitted by law, all legal fees and related expenses which
     Executive may reasonably incur as a result of any contest (regardless of
     the outcome thereof) by the Company, Executive or others of the validity or
     enforceability of, or liability under, any provision of this Agreement of
     any guarantee of performance thereof




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     (including as a result of any contest by Executive about the amount of
     payment pursuant to this Agreement), plus in each case interest on any
     delayed payment at the applicable federal rate provided for in
     Section 7872(f)(2)(A) of the Code.

4.3  Agent for Service of Legal Process.  Service of legal process with respect
     to a claim under this Agreement shall be made upon the General Counsel of
     the Company.

5.   Tax Withholding.  All payments to the Executive under this Agreement will
     be subject to the withholding of all applicable federal, state and local
     employment and income taxes.

6.   Employment Rights.  This Agreement shall not confer upon the Executive any
     right to the continuation of employment with the Company.

7.   Severability.  In the event that any provision or portion of this Agreement
     shall be determined to be invalid or unenforceable for any reason, the
     remaining provisions of this Agreement shall be unaffected thereby and
     shall remain in full force and effect.

8.   Successors and Assigns.  This Agreement shall be binding upon and inure to
     the benefit of the Company and any successors and assigns of the Company.
     The Company will require any successor to or assignee of all or
     substantially all of the business and/or assets of the Company to expressly
     assume and agree to perform this Agreement in the same manner and to the
     same extent that the Company would be required to perform if no succession
     or assignment had taken place.

9.   Notices.  Any notice required under this Agreement shall be in writing and
     shall be delivered by certified mail return receipt required to each of the
     parties as follows:

                     To the Executive:  ______________________
                                        ______________________
                                        ______________________



                     To the Company:    PanAmSat Corporation
                                        One Pickwick Plaza
                                        Greenwich, CT  06830
                                        Attn: General Counsel

     or to such other address as either party shall have furnished to the other
     in writing in accordance herewith.

10.  Governing Law.  The provisions of this Agreement shall be construed in
     accordance of the laws of the state of New York (without regard to
     principles of conflict of laws), to the extent not preempted by ERISA.




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11.  Miscellaneous.  This Agreement may not be amended or modified in any way,
     and none of its provisions may be waived, except by a writing signed by an
     authorized officer of the party against whom the amendment, modification or
     waiver is sought to been enforced. This Agreement constitutes the entire
     agreement between the parties, and supersedes all previous understandings,
     commitments or representations concerning the subject matter hereof. The
     Company and the Executive executed a Retention Agreement dated July 10,
     1998 (the "Retention Agreement"). Notwithstanding the penultimate sentence,
     this Agreement shall not affect the Company's obligation to pay the
     Retention Award, as defined in the Retention Agreement. Upon any Change in
     Control, the Company shall pay any unpaid portion of the Retention Award,
     such Retention Award shall immediately vest and all restrictions thereon
     shall immediately lapse, and the Retention Agreement shall thereupon
     terminate. For avoidance of doubt, this Agreement shall supersede the
     Retention Agreement with respect to all payments to be made to the
     Executive upon termination of employment other than the Retention Award,
     which shall be paid as provided in the Retention Agreement. This Agreement
     may be executed in several counterparts, each of which shall be deemed an
     original, and all such counterparts together shall constitute but one and
     the same instrument.


IN WITNESS WHEREOF, the Executive and the Company have executed this Agreement
as of the date and year first above written.

                                           "Executive"



                                           _____________________________________
                                           Thomas E. Eaton



                                           "Company"
                                           PANAMSAT CORPORATION



                                           By:      ____________________________
                                           Name:    ____________________________
                                           Title:   ____________________________




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                                     ANNEX A

                            GENERAL RELEASE OF CLAIMS

          In consideration of the payments made by the Company to you, pursuant
to Section 2.3 of the Executive Change in Control Severance Agreement (the
"Agreement") between you and PanAmSat Corporation (the "Company"), dated as of
January 31, 2001, you agree to enter into this release (the "Release") releasing
the Company from any and all claims which you may have against it.

          1. General. For purposes of this Release, the "Released Parties"
means, individually and collectively, the Company, its present, former and
future shareholders, partners, limited partners, affiliates, parents,
subsidiaries, successors, directors, officers, employees, agents, attorneys,
successors and assigns.

          (a)   General Waiver and Release. In exchange for the consideration
set forth herein, the receipt and adequacy of which are herein acknowledged, and
intending to be legally bound hereby, you do hereby release and forever
discharge the Released Parties from any and all claims, actions, causes of
action, suits, costs, controversies, judgments, decrees, verdicts, damages,
liabilities, attorneys' fees, covenants, contracts, and agreements that you may
have against the Released Parties based on (i) any event occurring during the
term of your employment with the Company arising out of your employment
relationship with or service as an employee or officer of the Company or the
termination of such relationship or service or (ii) any event, condition,
circumstance or obligation that occurred, existed or arose on or prior to the
date you sign this Agreement, including, but not limited to, any claims arising
under Title VII of the Civil Rights Act of 1964, the Rehabilitation Act of 1973,
the Americans with Disabilities Act of 1990, the Civil Rights Act of 1866, the
Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974,
the Family Medical Leave Act of 1993, the California Fair Employment and Housing
Act, the California Workers' Compensation Act, the California Unruh and Ralph
Civil Rights Laws, the California Alcohol and Drug rehabilitation Law,(1) or any
other federal or state or local law or any foreign jurisdiction, whether such
claim arises under statute, common law or in equity, and whether or not you are
presently aware of the existence of such claim, damage, action or cause of
action, suit or demand (collectively, including claims, actions and causes of
action set forth in Section 1(b) below, the "Claims"). You also do forever
release, discharge and waive any right you may have to recover in any proceeding
brought by any federal, state or local agency against the Released Parties to
enforce any laws. You agree that the payment received as set forth in Section
2.3 of the Agreement shall be in full satisfaction of any and all claims,
actions or causes of action for payment or other benefits of any kind that you
may have against the Released Parties.

          (b)    ADEA Release.(2) In further recognition of the above, you
hereby release and forever discharge the Released Parties from any and all
claims, actions and causes of action that you may have as of the date you sign
this Release arising under the federal Age Discrimination in Employment Act of
1967, as amended, and the applicable rules and regulations promulgated
thereunder ("ADEA").


_______________________
(1) Titles of similar applicable laws in jurisdiction of Executive's primary
    residence to be inserted.
(2) Section 1(b) to be omitted if Executive is under the age of 40 years at the
    date of Involuntary Termination.




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          (c)    No Impact on Obligations Under The Agreement or Company
Indemnification. The releases contained in this Section 1 do not, are not
intended to and shall not be interpreted to serve as a release or waiver by you
with respect to (i) your to rights under the Agreement, and (ii) any
indemnification obligations that the Company may have in connection with your
employment with the Company.

          (d)    No Pending Litigation. You hereby represent and agree that you
have not filed, and will not file, any action, complaint, charge, grievance or
arbitration against any Released Party.

          (e)    No Right to Commence any Legal Action. You will not commence or
join any legal action, which term includes, without limitation, any demand for
arbitration proceedings and any complaint to any federal, state or local agency,
court or other tribunal, to assert any Claim released by you under Section 1
against a Released Party. If you commence or join any such legal action against
a Released Party, you will promptly indemnify such Released Party for its
reasonable costs and attorneys' fees incurred in defending such action as well
as any monetary judgment obtained by you against any Released Party in such
action.

          (f)    To ensure that this Release is fully enforceable in
accordance with its terms, you hereby agree to waive any and all rights of
Section 1542 of the California Civil Code (to the extent applicable) as it
exists from time to time or a successor provision thereto, which provides:

          A general release does not extend to claims which the
          creditor does not know or suspect to exist in his favor
          at the time of executing the release, which if known by
          him must have materially affected his settlement with
          the debtor.

In addition, to ensure that this Release is fully enforceable in accordance with
its terms, you agree to waive any protection that may exist under any comparable
or similar state and under any principle of common law of the United States or
any and all states.

          (g)    Acknowledgment.(3) By signing this Release, you hereby
acknowledge and confirm that you are providing the release and discharge set
forth in this Section 1 in exchange for consideration in addition to anything of
value to which you are already entitled. By signing this Release, you hereby
acknowledge and confirm that (i) you are hereby advised in writing by the
Company in connection with the terms of this Release to consult with an attorney
of your choice prior to signing the Release and to have such attorney explain to
you the terms of the Release, including, without limitation, the terms relating
to your release of Claims arising under ADEA; (ii) you have read the Release
carefully and completely and understand each of the terms thereof; and (iii) you
were given not less than twenty-one (21) days to consider the terms of the
Release and to consult with an attorney of your choosing with respect thereto,
and that for a period of seven (7) days following your signing of this Release,
you have the option to revoke this Release.


_______________________
(3) Section 1(g) to be omitted if Executive is under the age of 40 years at the
    date of Involuntary Termination.




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<PAGE>


          2.     Confidentiality Agreement. You agree that you will not
disclose or divulge either directly or indirectly, the fact of or terms of this
Release to any organization, form of media, person, individual, or employee or
ex-employee of the Released Parties, except that you may disclose the terms of
this Release to your lawyer, accountant and members of your immediate family
provided that they agree to be bound by the terms of this Section 2. You may
also disclose this Release pursuant to legal process; provided that you provide
the Company with written notice at least 5 business days prior to such
disclosure. You understand that any breach of this Section 2 by you or any of
the individuals to whom you are permitted to disclose it will be considered
material and you will be required to return the payments set forth in Section
2.3 of the Agreement to the Company upon any such breach.

          3.     Disclaimer. You expressly warrant that in entering into
this Release, you have received the benefit of advice of counsel of your own
choosing and that no promise or representation of any kind or character has been
made by the Released Parties or by anyone acting on their behalf, except as
expressly stated in this Release.

          4.     Governing Law. This Release will be governed and construed in
accordance with the laws of the State of New York, without regard
to conflicts of law principles.

          5.     Severability of Clauses. If any term or provision of this
Release will be determined to be invalid or unenforceable to any extent or in
any application, then, at the election of Released Parties in their sole
discretion, the remainder of this Release will not be affected thereby and will
be valid and enforceable

          6.     Successors and Assigns. The rights and obligations under this
Release shall inure to any and all successors and assigns of the Company.

          7.     Incorporation by Reference. The terms and conditions of the
Agreement are incorporated herein by reference.


            Your signature on the line below constitutes your agreement to the
terms and conditions of this Release.



                                        ACCEPTED AND AGREED:


                                        _______________________________
                                        Thomas E. Eaton

                                        Dated:_________________________




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