Exhibit 10.27.3


                               FIRST AMENDMENT TO
                           SECOND AMENDED AND RESTATED
                     TRANSPONDER PURCHASE AND SALE AGREEMENT


         This Amendment (the "Amendment") is entered into as of the 17th day of
June, 1999, by and between PanAmSat International Systems, Inc., a Delaware
corporation ("PanAmSat") and NetSat Servicos Ltda., a Brazilian limited
liability quota company ("Buyer") to that certain Second Amended and Restated
Transponder Purchase and Sale Agreement dated March 5, 1998, by and between
Buyer and PanAmSat (the "Transponder Agreement"). Capitalized terms, unless
otherwise defined, have the meanings ascribed to them in the Transponder
Agreement. WHEREAS, Buyer [****************************************************
************************************************************ ]



         WHEREAS, the parties desire to document their agreement with respect
to the foregoing.

         NOW, THEREFORE, in consideration of the foregoing and for other
valuable consideration, the receipt and adequacy of which Buyer and PanAmSat
each hereby acknowledges, Buyer and PanAmSat agree as follows:

         1.       PAS-6B Delivery Date.  The Delivery Date for PAS-6B is
acknowledged and agreed to have occurred on February 26, 1999.

         2.       [ ********* ] Certain Installment Payments.  The foregoing
notwithstanding, from February 26, 1999, through and including [ ********* ],
(the "Initial PAS-6B Period") PanAmSat shall [ **** ] Installment payments for
[ ****************** ] PAS-6B Transponders.  Accordingly, Buyer agrees to pay
PanAmSat during the Initial PAS-6B Period, without claim for deduction or
offset, at the [ ******* ] Transponder rate.  As of [ ********* ], it is agreed
that payments will be made at the [ ********* ] Transponder rate for PAS-6B.

         3.       Uplink Services.  From approximately February 26, 1999, into
April 1999, at Buyer's request, PanAmSat performed certain uplink services for
the delivery of Buyer's signal to PAS-6.  PanAmSat hereby [ *********** ] for
said uplink services and Buyer hereby agrees to [ ******* ] PanAmSat, upon
invoice, for [ ************************************ ] by PanAmSat in providing
such services.


[ *** ] Filed separately with the Commission pursuant to a request for
confidential treatment.

<PAGE>


                                      -2-


         4.       Release of PAS-3 and PAS-6.  Buyer hereby acknowledges that it
                  --------------------------
 has no further right to employ the PAS-3 or PAS-6 Brazil Beam Transponders.

         5.       Additional PAS-6B Operational Procedures.  New Sections 13.4,
                  ----------------------------------------
13.5, and 13.6 are hereby added to the Agreement, as follows:

         13.4     During Buyer's use of the PAS-6B Transponders, at least once
                  each week and at any time immediately after commencement of a
                  [ ************************* **********************************
                  *************************** ], PanAmSat will conduct an
                  evaluation of the [ *************************
                  ******************************** ] PAS-6B's Brazil Beam.
                  PanAmSat will provide to Buyer [ ************ ] showing the
                  results of each such evaluation within [ ******* ] after each
                  evaluation is completed (or, in accordance with such
                  procedures as the technical representatives of the parties may
                  agree), as well as in the event of an
                  [ ************************** ].

         13.5     If at any time the
                  [ *************************************************
                  **************************************************************
                  **************************************************************
                  ****** ], then PanAmSat will initiate a meeting among
                  representatives of PanAmSat, Buyer and, if reasonably
                  possible, the Satellite's manufacturer (collectively the
                  "Performance Team").  The Performance Team will be tasked to
                  evaluate the measured data, and after consideration of all
                  relevant factors (including but not limited to the
                  [ ********************************
                  **************************************************************
                  **************************************************************
                  ******************** ], to reach consensus agreement whether
                  and, if so, what
                  [ **************************************************** ] is
                  warranted.  Each party agrees in seeking to reach such
                  consensus agreement to base its decisions on its good faith
                  analysis of relevant factors consistent with the intent stated
                  herein.  There shall be [ ***** ] to Buyer for modifications
                  made pursuant to this paragraph.  The goal of the Performance
                  Team's effort shall be to maintain a [
                  **************************************************************
                  ***************************** ], consistent with all other
                  spacecraft functions.

         13.6     Without limitation, in no event shall PanAmSat be required to
                  make any changes that it deems, in good faith, to pose any
                  risk to Satellite health or performance.  Further, if for any
                  reason changes are made under Section 13.5 above in
                  circumstances when the affected Buyer's Transponders are
                  meeting their Performance Specifications which, for the
                  avoidance of doubt, shall not be deemed modified by anything
                  contained in this Amendment, and such changes result in the
                  Brazil Beam Transponders failing to meet their Performance
                  Specifications, then, provided that


[ *** ] Filed separately with the Commission pursuant to a request for
confidential treatment.

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                                     -3-


                  PanAmSat promptly and expeditiously restores as soon as
                  possible the affected Buyer's Transponders to their
                  Performance Specifications once such failure is determined,
                  unless the failure was the result of [ **********************
                  ], such failure to meet the Performance Specifications shall
                  not, for other contract purposes, be deemed to have occurred
                  and shall be without contractual remedy.  Finally, all data
                  and meeting requirements shall be subject to any applicable
                  legal restrictions as to the disclosure of technical data as
                  well as contractual confidentiality provisions.

         Each of the parties have executed and delivered this Amendment as of
the day and year first written above.



                                            PANAMSAT INTERNATIONAL SYSTEMS, INC.


                                            By: s/Alvaro T. Gazzolo
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title: Senior Vice President
                                                  -----------------------------

WITNESSED:

             By: s/William C. Schmidt
                -------------------------------
  Printed Name:
               --------------------------------

     and

     By: s/Susan Linning
        ---------------------------------
  Printed Name:
               ---------------------------------


   Alvaro T. Gazzolo appeared before me on 6   28, 1999, at
        -----------                       --- ---
PanAmSat Coral Gables Office
--------------------------------------------[location].




                                        s/Gillian Gaggano
                                    -----------------------------------------
                                                 Notary Public



My Commission expires October 19, 2001
                     ----------------------------------


[ *** ] Filed separately with the Commission pursuant to a request for
confidential treatment.

<PAGE>


                                      -4-


                  NETSAT SERVICOS LTDA.


                  By: s/Luis Celso Machado
                     ----------------------------------------------------
                  Name:
                       ----------------------------------------------
                  Title: Chief Technology Officer
                        ---------------------------------------------

  WITNESSED:

            By: s/Agricio Silva Neto
               ------------------------------------
  Printed Name:
               ------------------------------------

     and

     By: s/Flavio Suplicy
        ------------------------------------
  Printed Name:
               ------------------------------------


                   appeared before me on ____  ___, 1999, at
     -------------
                                            [location].
--------------------------------------------




                                   ---------------------------------------
                                                   Notary Public



My Commission expires
                     ------------------------------------






[ *** ] Filed separately with the Commission pursuant to a request for
confidential treatment.