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                                                                   Exhibit 10.82

                              PANAMSAT CORPORATION
                 EXECUTIVE CHANGE IN CONTROL SEVERANCE AGREEMENT

This Executive Change in Control Severance Agreement (the "Agreement") is
entered into this 8th day of November, 2001 by and between PanAmSat Corporation,
a Delaware corporation (together with its successors and assigns, the
"Company"), and James B. Frownfelter (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 through January 30, 2004.

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 2.0 (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 2.0 (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, including that certain Executive
         Change in Control Agreement between Executive and the Company dated as
         of January 31, 2001.


.. 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"


                                              ------------------------------
                                              James B. Frownfelter

                                              "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
November 8, 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.

                                       12
<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:


                                            -----------------------------------
                                            James B. Frownfelter

                                            Dated:
                                                    ---------------------------

                                       13