Exhibit 10.15.5


 PanAmSat /MultiLaunch Amdt 3/95.5.933

                      Confidential ARIANESPACE PROPRIETARY






                               AMENDMENT#3 TO THE


                                AGREEMENT FOR THE


                          LAUNCHING INTO GEOSTATIONARY


                                 TRANSFER ORBIT


                             OF PANAMSAT SATELLITES


                           BY AN ARIANE LAUNCH VEHICLE


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<PAGE>



                               AMENDMENT #3 TO THE

                         MULTI LAUNCH SERVICES AGREEMENT

This Amendment 3 to the Multi Launch Services Agreement is entered into

BY AND BETWEEN


     PanAmSat Corporation, hereinafter referred to as "Customer", a company
     organized under the laws of the State of Delaware, with principal offices
     located at One Pickwick Plaza, Greenwich CT, 06830 U.S.A.

                                                                ON THE ONE HAND,



AND


     ARIANESPACE, a company organized under the laws of France with principal
     offices located at Boulevard de l'Europe, Immeuble Ariane, 91000 EVRY,
     France, hereinafter referred to as "ARIANESPACE".

                                                              ON THE OTHER HAND,


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<PAGE>


WHEREAS Customer has approached ARIANESPACE with a view to launching up to four
(4) PanAmSat Satellites using an ARIANE Launch Vehicle, and

WHEREAS ARIANESPACE has proposed to Customer either dedicated Launches, i.e.
Launches by an ARIANE Launch Vehicle the only payload of which is Customer's
Satellite, or Shared Launches, i.e. Launches by an ARIANE Launch Vehicle the
payload of which is made up at the same time of Customer's Satellite and the
satellites of Third Party Customer(s) of ARIANESPACE, and

WHEREAS Customer has selected Shared Launches under the conditions set forth
under this Agreement, being aware of the particular constraints involved in such
a Launch, and

WHEREAS Customer and ARIANESPACE, aware of the constraints involved in any
Launch operation and of the complex nature of the technologies involved, have
reached an agreement in accordance with the terms and conditions set forth in
Agreement 95.5.933 entered into by the Parties on 20 December 1995 ("the
Agreement").

WHEREAS the Parties have agreed to amend the Agreement in the manner set forth
in this Amendment #3 to the Agreement which shall replace the initial Terms and
Conditions of the Agreement and constitutes an amendment to the Agreement within
the terms of its Paragraph 20.6.

WHEREAS PanAmSat International Systems, Inc., formerly known as PanAmSat
Corporation ("PanAmSat International") has contemporaneously with the execution
of this amendment with ARIANESPACE's consent, assigned this Agreement to the new
PanAmSat Corporation.


NOW, THEREFORE, IT IS AGREED AS FOLLOWS :


                                       3


<PAGE>


                                    CONTENTS


                                     PART I

                              TERMS AND CONDITIONS

                                                                     Pages

ARTICLE 1 DEFINITIONS..................................................9

ARTICLE 2 SUBJECT OF THE AGREEMENT.....................................17

ARTICLE 3 CONTRACTUAL DOCUMENTS........................................18

ARTICLE 4 ARIANESPACE'S  SERVICES......................................19

ARTICLE 5 CUSTOMER TECHNICAL ..........................................25

ARTICLE 6 LAUNCH SCHEDULE  ............................................26

ARTICLE 7 COORDINATION BETWEEN ARIANESPACE AND CUSTOMER................28

ARTICLE 8 REMUNERATION.................................................29

ARTICLE 9 PRICE ESCALATION FORMULA.....................................38

ARTICLE 10 PAYMENT SCHEDULE............................................41

ARTICLE 11 LAUNCH POSTPONEMENTS/ACCELERATION...........................51

ARTICLE 12 RIGHT OF OWNERSHIP AND CUSTODY..............................60

ARTICLE 13 REPLACEMENT LAUNCH..........................................61

ARTICLE 14 ALLOCATION OF POTENTIAL LIABILITIES AND RISKS...............66

ARTICLE 15 INSURANCE...................................................72

ARTICLE 16 OWNERSHIP OF DOCUMENTS AND WRITTEN INFORMATION..............74


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CONFIDENTIALITY/PUBLIC STATEMENTS......................................74

ARTICLE 17 PERMITS AND AUTHORIZATIONS - GROUND STATIONS................77

ARTICLE 18 TERMINATION BY CUSTOMER.....................................78

ARTICLE 19 TERMINATION BY ARIANESPACE..................................84

ARTICLE 20 MISCELLANEOUS...............................................85

ARTICLE 21 APPLICABLE LAW..............................................89

ARTICLE 22 ARBITRATION.................................................90

ARTICLE 23 EFFECTIVE DATE..............................................91




                                     PART II

                                  A N N E X E S



         ANNEX 1           LAUNCH SPECIFICATIONS

         ANNEX 2           ARIANESPACE TECHNICAL COMMITMENTS

         ANNEX 3           CUSTOMER'S TECHNICAL COMMITMENTS

         ANNEX 4           LAUNCH RISK GUARANTEE

         ANNEX 5           ESA - ARIANESPACE CONVENTION (EXTRACT)


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                                    P A R T I

                       T E R M S  A N D  C O N D I T I O N S


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<PAGE>


ARTICLE 1 DEFINITIONS



In this Agreement the terms set forth hereafter shall have the meaning given in
this Article:


Agreement means this Agreement as defined in Article 3 of this document, as
amended at the date hereof, including, without limitation, this Amendment #3.

Ancillary Equipment means all equipment, devices and software to be provided by
Customer on the Launch Base in order to make Satellite ready for Launch.

Associated  Service(s)  means those  supplementary  launch  services  defined in
Sub-paragraphs 4.2.2. and 4.2.3. of Article 4 of this Agreement.

Associates means all individuals or legal entities, organized under public or
private law, who shall act, directly or indirectly, on behalf or at the
direction of either Party to this Agreement or of the Third Party Customer(s) of
ARIANESPACE to fulfill the obligations undertaken by such Party in this
Agreement, or by the Third Party Customer(s) of ARIANESPACE including, without
limitation, the employees of each of the Parties, or of the Third Party
Customer(s) of ARIANESPACE, their suppliers and subcontractors at any tiers.

Base Rate means the Chase Manhattan Bank (N.Y.) prime rate plus one (1)
percentage point for any amount expressed in U.S. dollars, or the Taux de base
bancaire of Credit Lyonnais (Paris) plus one (1) percentage point for any amount
expressed in French Francs, or the yield at maturity of short term ECU
denominated bonds as published weekly on Wednesday by the Luxembourg Stock
Exchange plus one (1) point for any amount expressed in ECU.

Cash Option means, only in the event an Ariane 4 Launch Vehicle is designated to
perform the Launch Services, the option provided to Customer to receive a
payment from ARIANESPACE subject to the conditions specified in Sub-paragraph
4.6.2. of Article 4.

Combined Space Vehicle means the Launch Vehicle, and/or the Satellite, and/or
the satellite of any Third Party Customer(s) of ARIANESPACE, and/or their
components.

Commercial Insurance Market means the providers of insurance or reinsurance for
first party space-related risks on a regular basis that are not affiliated with
or controlled directly or indirectly by Customer.

Deviation means non compliance with the specifications included in the D.C.I.
(Document de Controle des Interfaces / Interface Control Document, including its
reference documents, applicable documents and annexes) of:

a)   the performance of the various systems of the Launch Vehicle; and/or the
     environmental conditions to which the Satellite was subjected during the
     period from the 


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     instant when the Launch occurred until the instant when the
     activation of either the propulsion and/or orientation systems of the
     Satellite should have occurred; and/or

b)   the behavior of the Satellite of (a) Third Party Customer(s) of ARIANESPACE
     from  the  instant  when the  Launch  occurred  until  the  earlier  of the
     following:

          -the instant when the  propulsion  and/or  orientation  systems of the
          satellite of the Third party Customer(s) of ARIANESPACE are activated,
          or

          -the instant when the activation of either the propulsion and/or
          orientation systems of the Satellite should have occurred.

Double Launch means a Launch with two satellites including the Satellite
supplied by Customer.

Elected Amount means an amount comprised between Thirty Million European
Currency Units (ECU30,000,000) and Eighty Five Million European Currency Units
(ECU85,000,000) elected by Customer when exercising the Relaunch Credit Option
or the Cash Option.

Events of Force Majeure means events such as but not limited to explosions,
fires, earthquakes, floods, bad weather and other Acts of God, wars, whether or
not declared, social uprisings, strikes, lock-outs and other labor problems,
governmental or administrative measures, and all other events beyond the
reasonable control of either Party or its Associates that impede the execution
of the obligations of either Party or its Associates and, including, but without
limitation, the accomplishment of the Launch within the Launch Period, Slot,
Day, Window or at Launch Time, provided such difficulties may not be overcome
using efforts which may reasonably be expected of the Party affected and/or its
Associates under the circumstances.

Guarantee Amount means an amount in European Currency Units (ECU's) determined
as follows:

                                 0.7 ECU x LSP
                                       $

Where LSP means the Launch Services Price determined under Paragraph 8.1.1. of
this Agreement, without taking into consideration the ECU/$ exchange rate.

For example, the Guarantee Amount for the Launch Services Price of the Firm
Launch #1 as set forth under Paragraph 8.1.1.A) shall be [**************]


Interested Party (ies) in the Launch means any individual or legal entity
governed by private or public law, that has commissioned ARIANESPACE to proceed
with the Launch, or has any interest including without limitation a legal
interest in the Launch Vehicle. For the 


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


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<PAGE>


purpose of Article 14 of the Agreement,Interested Party(ies) in the Launch 
shall be deemed ARIANESPACE Associates.

Interested Party(ies) in the Satellite means any individual or legal entity
governed by private or public law, that has commissioned Customer to proceed
with the Launch, or has any interest including without limitation a legal
interest in the Satellite to be so launched, including without limitation,
insurers, any person or entity to whom Customer has sold or leased, directly or
indirectly, or otherwise agreed to provide any portion of the Satellite or
Satellite service. For the purpose of Article 14 of this Agreement, Interested
Party(ies) in the Satellite shall be deemed Customer's Associates.

Interested Party(ies) in the satellite of the Third Party Customer(s) of
ARIANESPACE means any individual or legal entity that has commissioned the Third
Party Customer(s) of ARIANESPACE to proceed with the Launch or has any interest
including without limitation legal interest in this satellite to be so launched,
including without limitation, insurers, any person or entity to whom Third Party
Customer(s) of ARIANESPACE has sold or leased, directly or indirectly, or
otherwise agreed to provide any portion of the satellite or satellite services.
For the purpose of Article 14 of this Agreement, Interested Party(ies) in the
satellite of the Third Party Customer(s) of ARIANESPACE shall be deemed Third
Party Customer(s) of ARIANESPACE's Associates.


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<PAGE>


L means the first day of the most recently agreed Launch Period or Launch Slot
(except for construing Articles 10 and 13.2.2 of this Agreement where, subject
to Paragraph 11.4. of this Agreement, L refers to the first day of the initial
Launch Period). Notwithstanding the foregoing, in the case of Optional Launch #1
and Optional Launch #2, for the purpose of the application of Article 10 to the
initial Launch Period, L shall mean the first day of the three month Launch
Period defined pursuant to Paragraph 6.2 for all payments due further to such
narrowing of the initial Launch Period.

Launch or Launching means the ignition of the 1st stage engine(s) (Viking
engines on Ariane 4 - Vulcain engine on Ariane 5) of the Launch Vehicle that has
been integrated with the Satellite supplied by Customer and with other
satellite(s) supplied by (a) Third Party Customer(s) of ARIANESPACE, if said
ignition is followed by (i) opening of the table clamps with consequent release
of the said Launch Vehicle for an Ariane 4 Launch Vehicle; or (ii) the order of
ignition of solid propellant booster(s) for an Ariane 5 Launch Vehicle.

Launch Abort means the launch operations of the Launch Vehicle that has been
integrated with the Satellite supplied by Customer and with other satellite(s)
supplied by (a) Third Party Customer(s) of ARIANESPACE up to the ignition of
first stage engine(s) of the Launch Vehicle (Viking engines on Ariane 4 -
Vulcain engine on Ariane 5) without the Launch occurring.

Launch Base means the ARIANE launch base in Kourou, French Guiana, including all
its facilities and equipment.

Launch Day or Day means a calendar day (established for the Launch pursuant to
this Agreement) within the Launch Slot during which the Launch Window is open.

Launch Failure means that:

a)   the Satellite is destroyd or lost during the period extending from the
     instant when the Launch occurred and the instant when the Satellite is
     separated from the Launch Vehicle, or if such Satellite cannot be separated
     from the Launch Vehicle; or

b)   the occurrence,  due to Deviation of a reduction,  expressed in percentage,
     of  more  than  LFF of the  operational  capability  of the  Satellite  for
     Customer's  intended  communication  purposes,  using  reasonable  business
     judgment.


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LFF (Launch Failure Factor) means FIFTY PERCENT (50%), unless Customer procures
on the Commercial Insurance Market a policy of launch insurance applying the
Loss Quantum for the relevant Satellite, in which case LFF shall mean the
percentage specified in that insurance policy to define a constructive total
loss providing for the payment of the full amount of insurance. Said reduction
of the operational capability shall be determined by using the Loss Quantum.

Launch Opportunity means the availability to Customer of a Satellite position
within a Launch Period or Launch Slot for a Launch on a Launch Vehicle on which
the other allocated satellite(s) have a launch mission and a satellite mission
compatible with that of Customer(s)' Satellite(s) in accordance with Annex 1 to
this Agreement. This availability is linked to the time required to complete the
mission analysis studies and to select the Launch Vehicle/Satellite
configuration.

Launch Period or Period means a period of (3) three consecutive calendar months,
except in the case of Optional Launch #1 and Optional Launch #2, for which the
initial Launch Periods shall extend over a six month period.

Launch Possibility means a position for Customer's Satellite, made available by
ARIANESPACE (if necessary) postponing the launch of another satellite, on the
next scheduled launch within a Launch Period or Launch Slot, whose other
allocated satellite(s) have a launch mission, launch window, frequency, mass,
volume and satellite mission compatible with those of Customer's Satellite in
accordance with Annex 1. The availability of such a position is conditioned upon
there being sufficient time after the date of any request for postponement of
the Launch to have the mission analysis and the adaptation of the Launch/payload
interfaces carried out.

Launch Rank means the chronological position of the Satellite in order of the
satellites to be launched by ARIANESPACE fixed by reference to the Launch Period
or Launch Slot allocated to Customer's Satellite (as the same may from time to
time be postponed) pursuant to the Agreement and by reference to the Launch
Period or Launch Slot allocated to the satellites of other clients of
ARIANESPACE (as the same may from time to time be postponed) pursuant to the
agreements between ARIANESPACE and other clients.

Launch  Services  means the services to be provided by ARIANESPACE as defined in
(i)  Paragraphs 1 and 4 of Annex 2 to this  Agreement  and (ii)  Paragraph  4.5.
hereof.  or if the Relaunch  Credit  Option or the Cash Option is exercised  and
maintained (iii) Paragraph 4.6. hereof.

Launch Services Price means the price indicated under Paragraph 8.1.1. for the
relevant Launch including the discounts or escalators, if any.

Launch Slot or Slot means a period of one calendar month within a Launch Period
with daily Launch Window possibilities.


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Launch System means the launch assembly complex consisting of the ARIANE Launch
Vehicle, the Launch Base (ELA), and the Payload Preparation Assembly (EPCU).

Launch Time means the instant, within the Launch Window, that the ignition of
the first stage engines is scheduled to take place, defined in hours, minutes
and seconds (GMT Universal Time). The initial Launch Time occurs at the first
second of the opening of the Launch Window.

Launch Vehicle means the vehicle belonging to the ARIANE family chosen by
ARIANESPACE to perform the Launch.

Launch Vehicle Mission or Launch Mission means the mission assigned to the
ARIANE Launch Vehicle as defined in Annex 1 to this Agreement.

Launch Window means a time period as defined in Annex 1 to this Agreement.

Loss Quantum means the degradation factor of the Satellite resulting from the
application of determination mode as mutually agreed in good faith by the
Parties on or prior to L minus (-) THREE (3) months based on a Customer's
written proposal; provided, that, if Customer has taken out, either in insurance
or in reinsurance, on the Commercial Insurance Market for at least EIGHTY PER
CENT (80%) of the amount insured, one or more policy(ies) of launch insurance,
the determination mode of the loss quantum provided for in the insurance policy
with the higher cover, as delivered by Customer to ARIANESPACE on or prior to L
(-) minus THREE (3) months, shall apply. If a different determination mode is
further agreed with the Commercial Insurance Market, for that policy with higher
cover, this new determination mode shall consequently apply; it being understood
that Customer shall promptly inform ARIANESPACE, and in any event before the
Launch has occurred of any change.

Optional Launch means a Launch ordered by Customer as the result of the exercise
of a Launch Option.

Partial Failure means the occurrence due to a Deviation of a reduction of more
than a percentage defined as PFF but not more than LFF of the operational
capability of the Satellite for Customer's intended communication purposes,
using reasonable business judgment.


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PFF (Partial Failure Factor) means TWENTY PERCENT (20%), unless Customer
procures on the Commercial Insurance Market a policy of launch insurance
applying the Loss Quantum for the relevant Satellite in which case PFF shall
mean the percentage specified in that insurance policy to define the deductible
applicable for a partial loss. Said reduction of the operational capability
shall be determined by using the Loss Quantum.

Party or Parties means Customer or ARIANESPACE or both according to the context.

Payload Preparation Complex (Ensemble de Preparation Charges Utiles "EPCU")
means the complex composed of various facilities and equipment located in
Kourou, French Guiana, that is to be used by Customer for the preparation of the
Satellite for Launch.

[*******************************************************************************
**********]

Postlaunch Services means (i) the reports and range services as defined in
Paragraphs 1, 2, 3, and 4 of Annex 2 to this Agreement that are to be provided
to Customer by ARIANESPACE after the Launch and (ii) the services provided for
in Paragraph 4.5. hereof or if the Relaunch Credit Option or the Cash Option is
exercised and maintained (iii) Paragraph 4.6. hereof.

Property means the property that ARIANESPACE, and/or Customer, and/or their
respective Associates, and/or Third Party Customer(s) of ARIANESPACE, and/or
its(their) Associates, according to the context in which this term is used
hereunder, use(s) in connection with the performance of this Agreement or/and
any other agreements which may directly or indirectly have any effect on the
fulfillment of the obligations undertaken by the Parties including without
limitation, agreements entered into between ARIANESPACE and the Third Party
Customer(s) of ARIANESPACE. This Property shall also include the Property of
ARIANESPACE and the Property of Customer.

Property of ARIANESPACE means, for purposes of this Agreement, all tangible
property which ARIANESPACE shall use in connection with the Launch, or shall
place at Customer's disposal for this purpose, including without limitation the
Launch Vehicle and the Launch Base.

Property of Customer means, for purposes of this Agreement, all property which
Customer shall use for the Launch and the interface test(s), including in
particular, but without limitation, the Satellite and its Ancillary Equipment.


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


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<PAGE>


Reflight means, only in the case when the previous Launch has been performed on
an Ariane 5 Launch Vehicle, a Replacement Launch under Paragraph 4.5. of Article
4 of this Agreement.

Relaunch Credit Option means, only in the event of an Ariane 4 Launch Vehicle is
designated to perform the Launch Services, the option provided to Customer for
(i) a credit on the price of a Replacement Launch if the Launch Mission results
in a Launch Failure, or (ii) a payment if the Launch Mission results in a
Partial Failure, as determined under Sub-paragraph 4.6.1 of Article 4 to this
Agreement subject to the conditions specified therein.

Replacement Launch means a Launch which, subject to the best efforts of
ARIANESPACE, follows a previous Launch when, for any reason whatsoever, the
Launch Vehicle Mission or the Satellite Mission of the previous launch has not
been accomplished.

Satellite (Spacecraft in Annexes 1, 2, and 3) means a space vehicle supplied by
Customer that is compatible with the Launch Vehicle and the Launch Vehicle
Mission, and meets the specifications set forth in Annex 1 to this Agreement.

Satellite Mission means the mission assigned to the Satellite by Customer after
separation from the ARIANE Launch Vehicle.

Services means any and all services to be provided by ARIANESPACE under this
Agreement.

Shared Launch means a Launch with more than two satellites, including the
Satellite supplied by Customer.

Third Party means any individual or legal entity other than the Associates, a
Third Party Customer(s) of ARIANESPACE, the Interested Party(ies) or the
Parties.

Third Party Customer(s) of ARIANESPACE means other Customer(s) of ARIANESPACE
that use(s) ARIANESPACE's launch services for the same Launch.


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ARTICLE 2 SUBJECT OF THE AGREEMENT



2.1. The subject of this Agreement is the Launch of up to four Satellites
     supplied by Customer at the Launch Base for the purpose of accomplishing
     the Launch Mission in accordance with the terms and conditions of this
     Agreement.


2.2. Any Replacement Launch other than a Reflight shall form the subject of a
     separate Launch Services agreement drawn up in accordance with the
     provisions of Article 13 of this Agreement.


2.3. The Parties agree to negotiate in good faith, if needed, additional
     Launches to be covered under this Agreement to meet Customer's needs in
     excess of the Launches covered under this Agreement.


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ARTICLE 3 CONTRACTUAL DOCUMENTS



3.1. This Agreement consists of the following  documents which are contractually
     binding between the Parties :

     1. Terms and Conditions

     2. Launch Specifications

     3. ARIANESPACE Technical Commitments

     4. Customer's Technical Commitments

     5. ESA-ARIANESPACE Convention (Extract) (Annex 4)


3.2. Terms and Conditions  shall prevail over the Annexes.  There is no order of
     precedence among the Annexes.


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ARTICLE 4 ARIANESPACE'S SERVICES



4.1. ARIANESPACE  undertakes  to use its best  efforts to perform  the  Services
     specified in this Agreement.

4.2. ARIANESPACE's commitments under this Agreement cover :

     4.2.1. Launch Services,  ARIANESPACE shall notify Customer in writing as to
            the type of Launch  Vehicle  (i.e.  Ariane 4 or Ariane 5) chosen for
            the Launch on or prior to L- 4 months.

     4.2.2. Associated Service(s) ordered by the Customer as set forth in the
            present Agreement and as defined in Annex 2, Paragraph 2, under the
            heading "General Range Support Provided by ARIANESPACE and
            Additional Options Ordered by the Customer" in accordance with the
            conditions as specified therein.

     4.2.3. Subject to additional order(s) of the Customer, one or more
            Service(s) as set forth in (i) Paragraph 3 of Annex 2 to this
            Agreement, under the heading "Additional Options Available to the
            Customer"; and/or (ii) the latest issue of the User's Manual
            (M.U.A.) as at the date of such additional order(s) of the Customer,
            in accordance with the then applicable conditions, as well as any
            other service(s) requested by Customer provided that such order for
            the said other services is accepted by ARIANESPACE.

4.3. Launch Services for each Launch, to the exception of Postlaunch Services,
     shall be deemed to be accomplished by ARIANESPACE once the Launch has taken
     place, ARIANESPACE having no control of the Launch Vehicle after the
     Launch. In the event that, for any reason whatsoever, a Launch Abort
     occurs, ARIANESPACE shall postpone the Launch in accordance with the
     conditions set forth in Article 11 of this Agreement.


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<PAGE>


4.4. ARIANESPACE hereby grants to Customer the following option rights:

     Customer shall have the right to exercise a Launch Option for Optional
     Launch #1 and Optional Launch #2 respectively no later than eighteen (18)
     months prior to the initial Launch Period of the Optional Launch concerned.
     In the absence of exercise of such Launch Option at L-18 months, the
     nominal Launch Period shall be postponed for period(s) of six months until
     exercise, provided that the Launch Options may not be exercised later than
     the following dates:

          i) for Optional Launch #1: 30 June 1999

          ii) for Optional Launch #2: 31 December 1999


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     Upon exercise of a Launch Option, unless otherwise agreed by the Parties at
     that time, the then current nominal Launch Period for the Launch for which
     the option is exercised shall be deemed to be the `initial Launch Period'.
     If the Parties so agree, an initial Launch Period may begin earlier or
     later than the nominal Launch Period. Any Launch Option under this
     Paragraph 4.4. may not be exercised by Customer later than the dates set
     forth hereabove. Upon exercise of the corresponding Launch Option, Customer
     shall inform ARIANESPACE of the baseline mass selected between i) 3450 kg
     and ii) 4500 kg (all masses without adaptor).

     Further Optional Launches may be added to the Launches covered under this
     Agreement as set forth under Paragraph 2.3.

4.5. Should the Launch be performed on an Ariane 5 Launch Vehicle and the Launch
     Mission result in a:

     4.5.1. Launch Failure, ARIANESPACE shall perform a Reflight in accordance
            with the provisions of this Agreement, provided that no further
            payment by Customer to ARIANESPACE shall be due for the provision
            of: (i) Launch Services for the Launch of a replacement Satellite on
            condition that the maximum mass of such Satellite is equal to the
            mass of the initial Satellite, and (ii) such Associated Services as
            are retained by Customer as of the date of execution of this
            Agreement, except as provided for in Paragraph 8.1.4. of Article 8
            of this Agreement, in case of postponement.

            Customer may order additional mass and/or Associated Services for
            additional cost under the conditions specified under Article 13
            hereof for a Replacement Launch.

     4.5.2. Partial Failure, ARIANESPACE shall pay to Customer an amount as
            determined by multiplying the Guarantee Amount by the Loss Quantum.
            The resulting amount will be subject to a deductible equal to PFF of
            the Guarantee Amount provided for the Launch, in accordance with the
            following formula:

               (Guarantee Amount x Loss Quantum) minus deductible.


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<PAGE>


     Notwithstanding the foregoing, if the insurance policy taken out by
     Customer (i) provides for a deductible higher or lower than PFF, such
     deductible as provided for in the said insurance policy shall apply, or
     (ii) does not provide for a deductible, no deductible shall apply.

4.6  Customer shall have the right to exercise the Relaunch Credit Option or the
     Cash Option within thirty (30) days following receipt of the written notice
     from ARIANESPACE stating that the Launch Vehicle selected for the Launch is
     an Ariane 4. Customer written notice shall specify which option is
     exercised and which Elected Amount is elected.

     4.6.1. Should  the  Relaunch  Credit  option be  exercised  and  maintained
            ARIANESPACE shall, if the Ariane 4 Launch result in a:

          (i)  Launch Failure, credit to Customer an amount equal to the Elected
               Amount to be applied as partial payment of the Launch Services
               Price for the Replacement Launch, or

          (ii) Partial Failure, pay to Customer an amount as determined pursuant
               to  Subparagraph  4.5.2.  above except that the Guarantee  Amount
               shall be replaced by the Elected Amount.

     4.6.2. Should the Cash  Option be  exercised  and  maintained,  ARIANESPACE
            shall, if the Ariane 4 Launch results in a:

          (i)  Launch  Failure,  pay to Customer an amount  equal to the Elected
               Amount, or

          (ii) Partial Failure, pay to Customer an amount as determined pursuant
               to  Subparagraph  4.5.2.  above except that the Guarantee  Amount
               shall be replaced by the Elected Amount


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<PAGE>


4.7. There  shall not be any cover for Launch  Failure or  Partial  Failure  and
     consequently the provisions of Paragraphs 4.5. and 4.6. of Article 4 hereof
     shall not apply, in any of the following cases:

     4.7.1. If Customer does not notify in writing ARIANESPACE of any event that
            would entitle Customer to any right under Paragraphs 4.5 and 4.6. of
            Article 4 of this Agreement before the first to occur of any of the
            THREE (3) following events;

          (i)       the day the Satellite is put into commercial operation,

          (ii)      the  SIXTIETH  (60th)  day  following  the  date of  station
                    acquisition of the Satellite,

          (iii)     the NINETIETH  (90th) day at zero hour following the date of
                    the Launch.

            Notwithstanding the foregoing, an extension of the periods hereabove
            might be obtained upon request from Customer if both of the
            following conditions occur:

          (a)       the launching does not conform to the  specifications of the
                    D.C.I. and the Satellite  reached its final positioning such
                    that it  cannot  be  determined  that a  Launch  Failure  or
                    Partial Failure has occurred and;

          (b)       Customer's  request for  extension  is  received  before the
                    first of the THREE (3) events specified above.

          In no event shall such extension extend beyond the ONE HUNDRED AND
          EIGHTIETH (180th) day following the date of the Launch.

          and/or


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     4.7.2. If the Launch Failure or the Partial Failure is caused by, or
            results from one or more of the following events A - War, hostile or
            warlike action in time of peace or war, including action in
            hindering, combating or defending against an actual, impending or
            expected attack by (a) any government or sovereign power (de jure or
            de facto), or (b) any authority maintaining or using a military,
            naval or air force, or (c) a military, naval or air force, or (d)
            any agent of any such government, power, authority or force; B - any
            anti-satellite device, or device employing atomic or nuclear fission
            and/or fusion, or device employing laser or directed energy beams; C
            - insurrection, strikes, riots, civil commotion, rebellion,
            revolution, civil war, usurpation or action taken by a government
            authority in hindering, combating or defending against such an
            occurrence whether there be a declaration of war or not; D
            confiscation by order of any government or governmental authority or
            agent (whether secret or otherwise), or public authority; E nuclear
            reaction, nuclear radiation, or radioactive contamination of any
            nature, whether such loss or damage be direct or indirect, except
            for radiation naturally occurring in the space environment; F -
            willful or intentional acts of Customer designed to cause loss or
            failure of the Satellite; G - electromagnetic or radio frequency
            interference, except for physical damage to the Satellite resulting
            from such interference and except for interference naturally
            occurring in the space environment.


                                       22


<PAGE>


ARTICLE 5 CUSTOMER TECHNICAL COMMITMENTS



5.1. Customer undertakes to fulfill the Technical Commitments set forth in
     Annexes 1 and 3 to this Agreement, and in particular to provide the
     Satellites at the Launch Base within time limits that are consistent with
     the Launch schedule set forth in this Agreement.

5.2. Customer shall notify ARIANESPACE on a timely basis of any event likely to
     impact on the Launch schedule of the Satellite to be Launched under this
     Agreement or that may result in a termination of the Launch under this
     Agreement.

5.3. At L-18 months of each Launch, Customer undertakes to inform ARIANESPACE of
     the applicable technical specifications for the relevant Satellite and the
     intended use of such Satellite. Subject to applicable technical
     constraints, the choice of which Satellite to be Launched may be changed by
     Customer, but the initial selection shall remain valid for the application
     of Paragraph 18.3 of Article 18 of this Agreement.


                                       23


<PAGE>


ARTICLE 6 LAUNCH SCHEDULE



6.1. The Launch of the Satellite(s) shall take place during the following Launch
     Period(s) :

     A) Firm Launch #1:

          The  initial  Launch  Period  was 1 July 1997 up to and  including  30
          September 1997.

          By mutual agreement, the Parties have agreed to redefine the Launch
          Period as extending from September 1st, 1998 up to and including
          October 31st, 1998 ("Redifined Launch Period").

     B) Firm Launch #2:

          15 May 1999 up to and including 15 August 1999.

     C) Optional Launch #1:

          The nominal Launch Period shall be:1 January 2000 up to and including
          30 June 2000.

     D) Optional Launch #2:

          The nominal Launch Period shall be:1 January 2001 up to and including
          30 June 2001.


                                       24


<PAGE>


          In the case of Optional Launch #1 and Optional Launch #2, a three
          month Launch Period within the six month Launch Period shall be
          determined upon exercise of the corresponding Launch Option.

6.2. The Launch Slot within the Launch Period shall be determined by mutual
     agreement of the Parties no later than twelve and a half (12 1/2) months
     prior to the first day of the Launch Period, taking into account the
     available Launch Opportunities and the Satellite Construction and delivery
     schedule.

     Notwithstanding the foregoing, the Launch Slot within the Redefined Launch
     Period for the Firm Launch 1 shall be determined by mutual agreement of the
     Parties no later than January 31st, 1998 taking into account the available
     Launch Opportunities and the Satellite Construction and delivery schedule.
     Customer may request no later than January 31st, 1998 an acceleration of
     the Firm Launch 1 to August 1998 and ARIANESPACE will accept such
     acceleration provided that there is a Launch Opportunity in August 1998.

6.3. The Launch Day within the Launch Slot shall be determined, no later than
     four and a half (4 1/2) months prior to the first day of the Launch Slot,
     by mutual agreement of the Parties, based on a proposal made by
     ARIANESPACE.

6.4. The Launch Window set forth in Paragraph 1.6 of Annex 1 to this Agreement
     shall be determined, no later than the Final Mission Analysis Review, by
     mutual agreement of the Parties, based on a proposal made by ARIANESPACE.

6.5. In the event that, for any reason whatsoever, the Parties fail to agree
     upon the Launch Slot within the Launch Period, the Launch Day, or the
     Launch Window, ARIANESPACE shall determine said Launch Slot, Launch Day, or
     Launch Window taking into account the available Launch Opportunities, and
     the requirements and respective interests of Customer and of the Third
     Party Customer(s) of ARIANESPACE provided that ARIANESPACE shall notify the
     Customer of each applicable date not later than ten (10) days after the
     last day specified for selection under paragraph 6.2. or 6.3 above as
     applicable.


                                       25


<PAGE>


ARTICLE 7 COORDINATION BETWEEN ARIANESPACE AND CUSTOMER



7.1. Customer and ARIANESPACE shall each designate a project coordinator
     (Mission Manager) no later than two (2) months following the effective date
     of this Agreement.

7.2. The task of the project coordinators shall be to supervise and to
     coordinate the performance of the Services and of the respective Technical
     Commitments of the Parties within the Launch schedule set forth in this
     Agreement.

7.3. The project coordinators shall be endowed upon their appointment by each of
     the Parties with sufficient powers to enable them to settle any technical
     questions that may arise during the performance of this Agreement, as well
     as any other questions arising from its day-to-day management.

7.4. Either Party may replace its project coordinator (Mission Manager) by
     informing the other Party in writing of such action and indicating the
     effective date of designation. Such notification shall be signed by an
     official of the respective Party who is authorized to amend this Agreement,
     and shall become part of this Agreement when received by the other Party.


                                       26


<PAGE>


ARTICLE 8 REMUNERATION



8.1.

     8.1.1. The remuneration of ARIANESPACE for the provision of Launch Services
            and the Associated Services included in the Launch Services Price as
            specified in Annex 2 to this Agreement for the Launch of a Satellite
            of the individual masses specified hereafter (without adaptor) are
            prices defined as follows:

            A) For Firm Launch #1:

            [*******************************************************************
            ********************] for a mass of 3450 kg.

            B) For Firm Launch #2:

            [*******************************************************************
            ********************] for a mass of 4500 kg.

            C) For Optional Launch #1 and Optional Launch #2:

            i) if Customer selects a baseline mass of 3450 kg.: [***************
            *****************************************************]

            The price under this Subparagraph C)i) is valid for a Launch to take
            place prior to 1 April 1998 and for Launches beyond this date this
            price shall be increased by application of the escalation formula
            contained in Article 9 of this Agreement to the Launch Services
            Price from 1 October 1996 up to and including the date that is L-18
            months of the initial Launch Period as determined at the date of
            exercise of the relevant Launch Option. Notwithstanding the
            foregoing, the application of the escalation formula under this
            subparagraph i) shall be capped to an increase of the price of [*]
            per the number of quarters or portion thereof over the period
            considered. OR


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


                                       27


<PAGE>


     ii)  if  Customer  selects a  baseline  mass of 4500 kg.:  [***************
          *************************************************************], or

          The price under this Subparagraph C)ii) is valid for a Launch to take
          place prior to 1 April 1999, for Launches beyond this date, this price
          shall be increased by application of the escalation formula contained
          in Article 9 of this Agreement to the Launch Services Price from 1
          October 1997 up to and including the date that is L-18 months of the
          initial Launch Period as determined at the date of exercise of the
          relevant Launch Option. Notwithstanding the foregoing, the application
          of the escalation formula under this subparagraph ii) shall be capped
          to an increase of the price of [*] per the number of quarters or
          portion thereof over the period considered.

          D) The Launch Services  Prices stated under  Paragraphs A), B), and C)
          under Subparagraph 13.2.2. hereafter above shall be subject to a price
          reduction as follows:

     i)   For Firm Launch #1:

          [*********************************************************************
          ********************]

     ii)  For Firm Launch #2:

          [*******************************************************************
          ********************]


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


                                       28


<PAGE>


     iii) For Optional Launch #1:

          a) if the Launch Option is exercised on or prior to 1 July 1998:

          [*] of the Launch Services Price under Subparagraph 8.1.1.C) i) or ii)
          (as increased for the initial Launch Period of Optional Launch #1), as
          applicable, or

          b) if the Launch Option is exercised after 1 July 1998:

          [*] of the Launch Services Price under Subparagraph 8.1.1.C) i) or ii)
          (as increased for the initial Launch Period of Optional Launch #1), as
          applicable.

          iv) For Optional Launch #2:

          a) if Optional Launch #1 has been exercised or a Replacement Lauch has
          been ordered on or prior to 1 July 1998, at the date of exercise of
          Optional Launch #2 and provided Optional Launch is exercised on or
          prior to 1 July 1999:

          the percentage applicable to Optional Launch #1 under Subparagraph
          iii) above or, if applicable to the Replacement Launch, plus [*] times
          the Launch Services Price under Subparagraph 8.1.1.C) i) or ii) as
          applicable (as increased for the initial Launch Period of Optional
          Launch #2), or

          b) in all other cases:

          [*] of the Launch Services Price under Subparagraph 8.1.1.C) i) or ii)
          (as  applicable  and as  increased  for the initial  Launch  Period of
          Optional Launch #2).


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


                                       29


<PAGE>


          v) For Replacement Launches ordered under this Agreement:

          Provided that the Replacement Launch is ordered no later than 31
          December 2001, the percentage applicable to the last Launch ordered
          under this Agreement (including Replacement Launches) plus [*] times
          the applicable Launch Services Price under Article 13. Further, if a
          Replacement Launch is ordered on or prior to 1 July 1998, any further
          option(s) exercised hereunder shall be subject to a price reduction
          determined under Subparagraph 8.1.1.D)iv) above.


          The price reduction as calculated under this Sub-paragraph 8.1.1.D)
          shall be deducted from the payment due at L-9 months and, if the price
          reduction exceeds this payment, the excess price reduction shall be
          deducted equally from the payments at L-8 months and at L-10 months
          under Paragraph 10.1.1. A), B) or C) as applicable. Furthermore,
          notwithstanding the foregoing, in the event a Launch ordered under
          this Agreement is terminated, the Price Reduction of the other
          Launches ordered shall be recalculated to take into account such
          termination. Notwithstanding the foregoing, the price reduction under
          this Sub-paragraph 8.1.1.D) may not in any case exceed [*] of the
          relevant Launch Services Price under Paragraph 10.1.1A), B) or C) for
          any Launches under this Agreement


     8.1.2  The applicable  amount mentioned in the above  Sub-paragraph  8.1.1.
            shall be increased in a firm fixed amount as follows:


               A) For all  Launches  under  this  Agreement  not  covered  under
               Subparagraph 8.1.2.B):

          (i)  The amount in European Currency Units obtained by multiplying the
               Elected Amount by [*******************************], if Customer
               exercises the Relaunch Credit Option, or

          (ii) The amount in European Currency Units obtained by multiplying the
               Elected Amount by [****************], if Customer exercises the
               Cash Option


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


                                       30


<PAGE>


               B) For  Launches  (i)  whose  initial  Launch  Period is beyond 1
               January  2000, or (ii)  Launches  postponed by Customer  beyond 1
               January 2000 under Paragraph 11.2.1.  unless an option under this
               Subparagraph  8.1.2.  was already  exercised and the postponement
               does not postpone the Launch Period beyond 1 April 2000 and,

               ARIANESPACE shall use its best efforts to offer to Customer a
               Launch Risk Guarantee or similar coverage comparable to the
               Relaunch Credit option or the Cash Option under this Agreement.
               Such coverage shall be offered at the then applicable conditions.

               Should eventually the Ariane 5 Launch Vehicle be selected by
               ARIANESPACE to perform the Launch or should the Launch Period
               fall beyond the period of coverage provided in Subparagraph B)
               above, ARIANESPACE shall refund such amount within THIRTY (30)
               days of receipt by Customer of the corresponding written notice
               from ARIANESPACE with consequent cancellation of the option
               exercised.


        8.1.3. A) For Firm  Launch  #1 and for  Optional  Launches  #1 and #2 if
               Customer has selected a mass of 3450 kg:

               Up to L-12 months of the Launch, Customer may increase or
               decrease the Satellite mass referred to under Paragraph 8.1.1. by
               up to one hundred fifty kilograms (150 kg.). Customer undertakes
               to inform ARIANESPACE as soon as possible of any Satellite mass
               increase or decrease from the Satellite mass stated in Paragraph
               8.1.1. hereabove.


                                       31


<PAGE>


               Any increase or decrease in mass, as provided for in this
               Paragraph A) above shall be subject to a price variation in the
               remuneration stated above in Subparagraph 8.1.1., up or down
               depending on whether it is an increase or decrease or mass, as
               follows:

                    i)   from 0 kilogram to 50 kilograms: [**************]

                    ii)  from  51  kilograms  to 150  kilograms:  [*************
                         *********]

                    iii) Notwithstanding subparagraphs i) and ii), if the Launch
                         is performed by way of a dedicated Ariane 4 Launch
                         Vehicle, ARIANESPACE shall notify Customer at L-3
                         months of any available extra mass on the Launch
                         Vehicle concerned in excess of the contractual mass
                         defined under the terms of this Article 8 at such time.
                         Customer shall then have the right within ten days of
                         such notification to increase the Satellite mass by
                         such available extra mass [**************************]
                         Failing response during such period, Customer shall be
                         deemed to have refused this additional mass.

                    iv)  Notwithstanding subparagraphs i) and ii), if the Launch
                         is performed by way of an Ariane 5 Launch  Vehicle or a
                         Shared  Ariane  4  Launch  Vehicle,  ARIANESPACE  shall
                         notify  Customer at L-3 months of any  available  extra
                         mass on the Launch  Vehicle  concerned.  Such available
                         extra  mass  shall  be  shared  with  the  Third  Party
                         Customer(s)  of  ARIANESPACE on a pro rata basis of the
                         of the  respective  masses  of the  Satellite  and  the
                         satellite(s)   of  the  Third  Party   Customer(s)   of
                         ARIANESPACE.  Customer shall then have the right within
                         ten days of such notification to increase the Satellite
                         mass by such  available  extra  mass for the  Satellite
                         [**************************]. Failing  response  during
                         such period,  Customer  shall be deemed to have refused
                         this additional mass.

               The above prices are firm and fixed prices and apply for each
               additional kilogram or fraction of a kilogram the Satellite mass
               is increased or decreased.


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


                                       32


<PAGE>


B) For Firm Launch #2, and for Optional  Launches #1 and #2 only if Customer has
   selected a mass of 4500 kg for the relevant Launch:

          Up to L-12 months of the Launch, Customer may increase or decrease the
          Satellite mass referred to under Paragraph 8.1.1. by up to two hundred
          kilograms (200 kg.). Customer undertakes to inform ARIANESPACE as soon
          as possible of any Satellite mass increase or decrease from the
          Satellite mass stated in Paragraph 8.1.1. hereabove.

          Any increase in mass, as provided for in this Paragraph B) shall be
          subject to a price increase in the remuneration stated above in
          Subparagraph 8.1.1., as follows:

               i) from 0 kilogram to 50 kilograms: [*****************]

               ii) from 51 kilograms to 200 kilograms: [********************]

               iii) Notwithstanding subparagraphs i) and ii), if the Launch is
               performed by way of a dedicated Ariane 4 Launch Vehicle,
               ARIANESPACE shall notify Customer at L-3 months of any available
               extra mass on the Launch Vehicle concerned in excess of the
               contractual mass defined under the terms of this Article 8 at
               such time. Customer shall then have the right within ten days of
               such notification to increase the Satellite mass by such
               available extra mass [************************]. Failing response
               during such period, Customer shall be deemed to have refused this
               additional mass.


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


                                       33


<PAGE>


               iv) Notwithstanding subparagraphs i) and ii), if the Launch is
               performed by way of an Ariane 5 Launch Vehicle or a Shared Ariane
               4 Launch Vehicle, ARIANESPACE shall notify Customer at L-3 months
               of any available extra mass on the Launch Vehicle concerned. Such
               available extra mass shall be shared with the Third Party
               Customer(s) of ARIANESPACE on a pro rata basis of the of the
               respective masses of the Satellite and the satellite(s) of the
               Third Party Customer(s) of ARIANESPACE. Customer shall then have
               the right within ten days of such notification to increase the
               Satellite mass by such available extra mass for the Satellite
               [************************]. Failing response during such period,
               Customer shall be deemed to have refused this additional mass.

          Any decrease in mass,  as provided  for in this  Paragraph B) shall be
          subject  to a price  decrease  in the  remuneration  stated  above  in
          Subparagraph 8.1.1. as follows:

               i) from 0 kilogram to 50 kilograms: [*******************]

               ii) from 51 kilograms to 200 kilograms:

               a) [********************] if the Launch is performed by way of an
               Ariane 5 Launch Vehicle or if the Launch is performed by way of a
               dedicated Ariane 44 LP Launch Vehicle, or

               b) [****************]  if the  Launch  is  performed  by way of a
               dedicated 44L Launch Vehicle.

          The above prices are firm and fixed prices and apply for each
          additional kilogram or fraction of a kilogram the Satellite mass is
          increased or decreased and will be paid or credited in the manner set
          forth under Paragraph 10.1.3.


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


                                       34


<PAGE>


          8.1.4.  For the provision of Associated Services not included in the
                  Launch Services Price and ordered by Customer after the date
                  of execution of this Agreement and Associated Services which
                  will have to be reperformed due to a postponement requested by
                  Customer, the Catalogue price for the applicable year of the
                  relevant Launch will be applied (Firm Fixed prices).

          8.2. In consideration of the options offered to Customer under this
               Agreement, Customer has paid to ARIANESPACE a one time Option Fee
               of [***********************************] at the date of execution
               of this Agreement. The Option Credit(s) under Paragraph 10.1.1.B)
               (if any) credited from this Option Fee will be considered as part
               of the Launch Services Price that has been paid for the Launch
               considered.

          8.3. Prices,  expenses, and charges mentioned in the present Agreement
               are free of any and all French taxes and other  duties.  Customer
               will not be charged for any taxes or duties.


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


                                       35


<PAGE>


ARTICLE 9     PRICE ESCALATION FORMULA



9.1. The amount of

     A) any  Launch  Services  Price  subject  to  escalation   under  Paragraph
        8.1.1.C)i) and ii), and

     B) each payment subject to escalation under Paragraph 13.2.2. or

     will be escalated according to the following escalation formulae :

                                      Index
                           PA = PAo  --------
                                     (Index)o

     WHERE:

     A) For the purpose of Paragraph 8.1.1.C)i) and ii)

      PA       is the escalated launch services price under Paragraph
               10.1.1C)ii) in US Dollars.

      PA       is [**********************************************]

      Index    is the US Department of Labor, Bureau of Labor Statistics index
               for the "Private Business Sector, All Persons, Productivity,
               Hourly Compensation, Unit Labor Costs and Price Seasonally
               adjusted, Table 1" a) 1 October 1996 value for the application of
               Paragraph 8.1.1.C)i) and b) 1 October 1997 value for the
               application of Paragraph 8.1.1.C)ii).

      Index    is the same index as defined above with official value valid for
               the month corresponding to L-18 months of the Optional Launch as
               determined at the date of exercise of the relevant Launch Option.

      This index being published on a quarterly basis, its value is defined as
      follows :


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


                                       36


<PAGE>


     (i)  The index corresponding to the first month of a quarter is the index
          published for the previous quarter.

          Example : January 85 index is the one issued for the last quarter of
          84 (IV-84).

     (ii) The index corresponding to the second or the third month of a quarter
          is calculated by linear interpolation.

          Example : February 85 index is equal to January 85 index (IV-84) plus
          one third of (April 85 index (I-85) minus January 85 (IV-84) index).


B) For the purpose of Paragraph 13.2.2.:

     PA is the escalated payment amount in US Dollars.

     PA is the unescalated payment amount in US Dollars.

     Index is the US Department of Labor,  Bureau of Labor  Statistics index for
           the  "Private  Business  Sector,  All Persons,  Productivity,  Hourly
           Compensation,  Unit Labor Costs and Price Seasonally adjusted,  Table
           1" November 1995 value.

     Index is the same index as defined above with official value valid for the
           month corresponding to the month in which the payment is due.

     This index being published on a quarterly basis, its value is defined as
     follows :

     (i)  The index corresponding to the first month of a quarter is the index
          published for the previous quarter.

          Example : January 85 index is the one issued for the last quarter of
          84 (IV-84).


                                       37


<PAGE>


     (ii) The index corresponding to the second or the third month of a quarter
          is calculated by linear interpolation.

          Example : February 85 index is equal to January 85 index (IV-84) plus
          one third of (April 85 index (I-85) minus January 85 (IV-84) index).

9.2. Should one or several indices used in the escalation formula cease to be
     issued by the relevant Authority(ies), the index (indices) intended for
     substitution will be proposed by ARIANESPACE for agreement by Customer,
     unless the index (indices) is (are) imposed or recommended by the
     Authority(ies), in which case the imposed or recommended index (indices)
     shall apply.


                                       38


<PAGE>


Article 10 Payment SCHEDULE



10.1. Payment of the  remunerations  under  Paragraph  8.1. of Article 8 of this
      Agreement shall be made in accordance with the following payment schedules
      :

      10.1.1.

          For the price referred to under the relevant Subparagraph of Paragraph
          8.1.1.:

          A) For the Firm Launch #1

---------------------------   --------------------------------------------------
          DATE                Percentage  of the portion of the Launch  Services
                              Price  referred  to in  Subparagraph  8.1.1.A)  of
                              Article 8 of this Agreement
---------------------------   --------------------------------------------------
    [***********]                           [************]
---------------------------   --------------------------------------------------
      [****]                                [************]
---------------------------   --------------------------------------------------
      [****]                                [************]
---------------------------   --------------------------------------------------
      [****]                                [************]
---------------------------   --------------------------------------------------
      [****]                                [************]
---------------------------   --------------------------------------------------
      [****]                                [************]
---------------------------   --------------------------------------------------
      [****]                                [************]
---------------------------   --------------------------------------------------
      [****]                                [************]
---------------------------   --------------------------------------------------
      [****]                                [************]
---------------------------   --------------------------------------------------
      [****]                                [************]
---------------------------   --------------------------------------------------
      [****]                                [************]
---------------------------   --------------------------------------------------
      [****]                                [************]
---------------------------   --------------------------------------------------
      [****]                                [************]
---------------------------   --------------------------------------------------
      [****]                                [************]
---------------------------   --------------------------------------------------
      [****]                                [************]
---------------------------   --------------------------------------------------


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


                                       39


<PAGE>


---------------------------   --------------------------------------------------
      [****]                                 [************]
---------------------------   --------------------------------------------------
      [****]                                 [************]
---------------------------   --------------------------------------------------
      [****]                                 [************]
---------------------------   --------------------------------------------------
      [****]                                 [************]
---------------------------   --------------------------------------------------
      [****]                                 [************]
---------------------------   --------------------------------------------------


     Where

     * Pr means the price reduction calculated under Subparagraph 8.1.1.D).The
     Parties agree that, at the date hereof, this price reduction for the Launch
     Services Price under Paragraph 8.1.1.A), equals [****************]

     [*************************]

          [*********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          *******************************************************************]


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


                                       40


<PAGE>


B) For the Firm Launch #2

---------------------------   --------------------------------------------------

          DATE                     Percentage  of  the  portion  of  the  Launch
                                   Services  Price  referred to in  Subparagraph
                                   8.1.1.B) of Article 8 of this Agreement
---------------------------   --------------------------------------------------

      [***********]                     [******************************
                                         *****************************]
---------------------------   --------------------------------------------------
    [****************]                      [*******************
                                      ********************************]
---------------------------   --------------------------------------------------
[************************]                  [************************]
     ************]
---------------------------   --------------------------------------------------
       [**********]                               [**********]
---------------------------   --------------------------------------------------
       [**********]                               [**********]
---------------------------   --------------------------------------------------
       [**********]                               [**********]
---------------------------   --------------------------------------------------
       [**********]                               [**********]
---------------------------   --------------------------------------------------
       [**********]                               [**********]
---------------------------   --------------------------------------------------
       [**********]                               [**********]
---------------------------   --------------------------------------------------
       [**********]                               [**********]
---------------------------   --------------------------------------------------
       [**********]                               [**********]
---------------------------   --------------------------------------------------
       [**********]                               [**********]
---------------------------   --------------------------------------------------
       [**********]                               [**********]
---------------------------   --------------------------------------------------
       [**********]                               [**********]
---------------------------   --------------------------------------------------
       [**********]                               [**********]
---------------------------   --------------------------------------------------
       [**********]                               [**********]
---------------------------   --------------------------------------------------
       [**********]                               [**********]
---------------------------   --------------------------------------------------
       [**********]                               [**********]
---------------------------   --------------------------------------------------
       [**********]                               [**********]
---------------------------   --------------------------------------------------
       [**********]                               [**********]
---------------------------   --------------------------------------------------


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


                                       41


<PAGE>


     Where

     * Pr means the price reduction under Subparagraph 8.1.1.D).The Parties
     agree that, at the date hereof, this price reduction for the Launch
     Services Price under Paragraph 8.1.1.B), equals [**********]

          C) For Optional Launches #1 and #2:

               i) If Customer selects a baseline mass of 3450 kg, for the prices
               referred to in Paragraph 8.1.1.C)i) :


---------------------------   --------------------------------------------------
          DATE                      Percentage of the portion of the relevant
                                      Launch Services Price referred to in
                                  Subparagraphs 8.1.1. C)i) of Article 8 of this
                                                  Agreement
---------------------------   --------------------------------------------------
      [**********]                      [***************************]
---------------------------   --------------------------------------------------
      [**********]                                [*****]
---------------------------   --------------------------------------------------
      [**********]                                [*****]
---------------------------   --------------------------------------------------
      [**********]                                [*****]
---------------------------   --------------------------------------------------
      [**********]                                [*****]
---------------------------   --------------------------------------------------
      [**********]                                [*****]
---------------------------   --------------------------------------------------
      [**********]                                [*****]
---------------------------   --------------------------------------------------
      [**********]                                [*****]
---------------------------   --------------------------------------------------
      [**********]                                [*****]
---------------------------   --------------------------------------------------
      [**********]                                [*****]
---------------------------   --------------------------------------------------
      [**********]                                [*****]
---------------------------   --------------------------------------------------
      [**********]                                [*****]
---------------------------   --------------------------------------------------
      [**********]                                [*****]
---------------------------   --------------------------------------------------
      [**********]                                [*****]
---------------------------   --------------------------------------------------
      [**********]                                [*****]
---------------------------   --------------------------------------------------
      [**********]                                [*****]
---------------------------   --------------------------------------------------
      [**********]                                [*****]
---------------------------   --------------------------------------------------
      [**********]                                [*****]
---------------------------   --------------------------------------------------


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


                                       42


<PAGE>


---------------------------   --------------------------------------------------
    [************]                               [*****]
---------------------------   --------------------------------------------------



          Where:

          *the Option Credit means:

          For Optional Launch #1: [*********]

          For Optional Launch #2 : [*********]

          ** Pr means the applicable price reduction under Subparagraph 8.1.1.
          D) If the Price Reduction concerned exceeds the value of this payment,
          the excess Price Reduction shall be equally aportioned between the
          payments due at L-10 months and L-8 months.

          *** [***********************************************]


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


                                       43


<PAGE>


               ii) If Customer selects a baseline mass of 4500 kg, for the
               prices referred to in Paragraph 8.1.1.C)ii) :

---------------------------   --------------------------------------------------
         DATE                  Percentage of the portion of the Launch Services
                                 Price referred to in Subparagraph 8.1.1.C)ii)
                                        of Article 8 of this Agreement
---------------------------   --------------------------------------------------
    [**********]                            [***************]
---------------------------   --------------------------------------------------
    [**********]                                 [*****]
---------------------------   --------------------------------------------------
    [**********]                                 [*****]
---------------------------   --------------------------------------------------
    [**********]                                 [*****]
---------------------------   --------------------------------------------------
    [**********]                                 [*****]
---------------------------   --------------------------------------------------
    [**********]                                 [*****]
---------------------------   --------------------------------------------------
    [**********]                                 [*****]
---------------------------   --------------------------------------------------
    [**********]                                 [*****]
---------------------------   --------------------------------------------------
    [**********]                                 [*****]
---------------------------   --------------------------------------------------
    [**********]                                 [*****]
---------------------------   --------------------------------------------------
    [**********]                                 [*****]
---------------------------   --------------------------------------------------
    [**********]                                 [*****]
---------------------------   --------------------------------------------------
    [**********]                                 [*****]
---------------------------   --------------------------------------------------
    [**********]                                 [*****]
---------------------------   --------------------------------------------------
    [**********]                                 [*****]
---------------------------   --------------------------------------------------
    [**********]                                 [*****]
---------------------------   --------------------------------------------------
    [**********]                                 [*****]
---------------------------   --------------------------------------------------
    [**********]                                 [*****]
---------------------------   --------------------------------------------------


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


                                       44


<PAGE>


     Where

          *the Option Credit means:

          For Optional Launch #1:  [**********]

          For Optional Launch #2 : [**********]

          ** Pr means the price reduction calculated under Subparagraph 8.1.1.
          D) If the Price Reduction concerned exceeds the value of this payment,
          the excess Price Reduction shall be equally aportioned between the
          payments due at L-10 months and L-8 months.

     10.1.2. The price of the Relaunch Credit Option or the Cash Option shall be
             paid in accordance with the following payment schedule:


---------------------------   --------------------------------------------------
         DATE                  Percentage of the price of the applicable option
                               referred to in Sub-paragraph 8.1.2. of Article 8
                                             of this Agreement
---------------------------   --------------------------------------------------
    Date of exercise                               [***]


    L minus 3 months                               [***]
---------------------------   --------------------------------------------------


     10.1.3. The price increase or decrease under Paragraph 8.1.2. for variation
             of the Satellite mass shall be due or, in the event of a price
             decrease, credited by ARIANESPACE at the date of the next payment
             due under Paragraph 10.1.1. immediately following notification to
             ARIANESPACE by Customer under Paragraph 8.1.2.A) or B). If no such
             payment remains due under the relevant payment schedule, the price
             increase or decrease, shall be due at the applicable date referred
             to above under this Paragraph 10.1.2. and payable thirty days
             thereafter, or, notwithstanding Paragraphs 10.3.1. and 10.3.2.
             shall be payable five days before the Launch Day whichever is the
             earlier.

     10.1.4. The Option Fee under Subparagraph 8.2. has been paid at the date of
             execution of this Agreement.


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


                                       45


<PAGE>


10.2. Payment for Associated Service(s)

     Associated Services referred to in Paragraph 8.1.3. of this Agreement shall
     be paid against ARIANESPACE invoice presented upon completion of the
     corresponding service(s). Associated Services included in the Launch
     Services Price which are not actually used by Customer are not subject to a
     reimbursement by ARIANESPACE to Customer.

10.3. Terms and conditions of payment/ARIANESPACE's invoices

     10.3.1. In all cases where this Agreement establishes a precise payment
             date, payment shall be made on such date, or within thirty (30)
             days of Customer's receipt of the corresponding ARIANESPACE
             invoice, whichever is later, except for the first payment provided
             for in Paragraph 10.1. of this Article and for the Option Fee under
             Subparagraph 8.2. , for which invoice(s) will be presented and paid
             upon execution of this Agreement.

     10.3.2. In all cases where this Agreement does not establish a precise
             payment date, payment shall be made on the date that payment
             becomes due, or within thirty (30) days of Customer's receipt of
             the corresponding ARIANESPACE invoice, whichever is later.

     10.3.3. ARIANESPACE invoices may contain, if applicable, the provisional
             application of the escalation formula set forth in Article 9 of
             this Agreement, using the most recent indices available on the date
             of said invoice.

     10.3.4. A complementary ARIANESPACE invoice, showing the definitive
             total(s) after application of the escalation formula set forth in
             Article 9 of this Agreement, shall be prepared following
             publication of the indices applicable on the due date for payment.

     10.3.5. Any and all  ARIANESPACE  invoices  shall be drawn up in two copies
             (one original and one copy) and sent to :


                                       46


<PAGE>


               PanAmSat Corporation

               One Pickwick Plaza

               Greenwich, Connecticut 06830

               USA

               Attention: Comptroller

               The method for calculating the amount of each such invoice shall
               be shown clearly.

       10.3.6. Payments shall be made, to the account(s) designated on the
               relevant invoice, by telegraphic bank transfer, free of charge
               for ARIANESPACE, with telex notice from the issuing bank to the
               receiving bank. ARIANESPACE shall be responsible for telex
               expenses. The notice shall clearly state the value date to be
               applied and the bank through which the funds will be made
               available to the receiving bank or its correspondent.

               Payment shall be effective as of the date on which the amount of
               the ARIANESPACE invoice is received by ARIANESPACE's bank.

       10.3.7. Customer's payment(s) shall be in the amount(s) invoiced by
               ARIANESPACE, and shall be made net, free and clear of any and all
               taxes, duties, or withholdings that may be imposed in the Country
               from which they are paid so that ARIANESPACE receives each such
               payment in its entirety as if no such tax, duty, or withholding
               had been made.


                                       47


<PAGE>


10.4. Late Payment

     10.4.1. In the event of late payment, Customer shall pay ARIANESPACE during
             the delay interest equal to the average Base Rate increased by one
             (1) point. The computation of interest for late payments shall be
             based on a year of 360 days.

             In the event that such late payment has not been cured by Customer
             at latest fifteen (15) days after written notice to that effect by
             ARIANESPACE, ARIANESPACE shall be entitled to suspend any and all
             of its activities in preparation for the Launches during any such
             period of non-payment and to reschedule the Launches under
             Subparagraph 11.3.1. of Article 11 of this Agreement.

10.5. Waiver of Deferral, Withholding or Set-off

     Customer irrevocably waives any right to defer, withhold or set-off by
     counterclaims or otherwise all or any part of any payment under this
     Agreement for any reason whatsoever. All payments due under this Agreement
     shall be made in their entirety and on the dates set out under this
     Agreement.


                                       48


<PAGE>


ARTICLE 11  LAUNCH POSTPONEMENTS/ACCELERATION



11.1. Each postponement of the Launch Period, the Launch Slot, the Launch Day or
      the Launch Time, for whatever reason, shall be governed by the following
      conditions, and any right of the Parties which is not mentioned in this
      Agreement shall be expressly excluded.

11.2. Postponements requested by Customer

     11.2.1. Postponement of Launch Period or Launch Slot

          11.2.1.1. Customer shall have the right for any reason whatsoever to
                    postpone either the Launch Period of the Launch or the
                    Launch Slot once determined, in which case it will propose
                    by notifying in writing to ARIANESPACE the new requested
                    Launch Period or, as the case may be, a new requested Launch
                    Slot.

          11.2.1.2. Within two weeks of receipt of Customer's written request,
                    ARIANESPACE shall inform Customer whether a Launch
                    Opportunity exists within the Launch Period, or within the
                    Launch Slot requested, or will propose a new Launch Period
                    or Launch Slot. Customer shall have a thirty (30) day period
                    following receipt of ARIANESPACE's proposition to give its
                    written consent or to propose an alternative Launch Period
                    in which case the procedure stated in Paragraph 11.2.1.1.
                    hereabove shall apply.

          11.2.1.3. Should for a Launch under this Agreement, the aggregate
                    duration of all postponements other than the duration of any
                    postponement under Paragraph 11.2.1.5. requested by Customer
                    under this Agreement exceed a total of twelve (12) months
                    (to the exclusion of postponements due to Force Majeure
                    Events up to a cumulative maximum of six months per Launch),
                    the Launch Services Price of the relevant Launch shall be
                    adjusted as if the Launch had been postponed under the
                    provisions of Paragraph 11.2.1.5..


                                       49


<PAGE>


          11.2.1.4. [***********************************************************
                    ***********************************]

          11.2.1.5  Notwithstanding the foregoing, Customer shall have the right
                    to postpone the nominal  Launch Period of Optional  Launches
                    #1 and #2 by written notice received by ARIANESPACE prior to
                    the  exercise  of a Launch  Option  and no later  than  L-18
                    months of the Optional Launch concerned.  Postponement of an
                    Optional Launch under the conditions of this Paragraph shall
                    postpone  the  date  of  exercise  of  the  Optional  Launch
                    correlatively  and shall cause an  adjustment  of the Launch
                    Services Price under the  conditions of Paragraphs  8.1.1.C)
                    and the applicable payment schedule shall be suspended under
                    the  conditions  of  Paragraph   11.4.   provided  that,  in
                    accordance  with  Paragraph  4.4.,  in no event may Customer
                    exercise  its  right  under  this  Paragraph  11.2.1.5.   to
                    postpone a Launch beyond a six month Launch Period starting:

                    (2)i) for Optional Launch #1: 1 January 2001, and

                    ii) for Optional Launch #2: 1 July2001.

          11.2.2. Postponement  of the  Launch  Day and/or  Launch  Time  within
                  Launch Slot

               11.2.2.1. Customer shall have the right, upon written request, to
                         postpone the Launch Day within the Launch Slot, for any
                         reason whatsoever. The choice of a new Launch Day shall
                         be made by mutual agreement of the Parties taking into
                         account the technical needs and interests of Customer
                         and the Third Party Customer(s) of ARIANESPACE, the
                         time necessary for the revalidation of the Launch
                         System, and the meteorological forecasts.


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


                                       50


<PAGE>


               11.2.2.2. Each  such   postponement   shall  be  subject  to  the
                         following postponement fees to be paid by Customer:


          Date                  Postponement fees per effective day of
      of request                           Postponement for a
   for Postponement                          Launch in 1997

  [*****************                             [*****]
  *****]

  [***************]                            [**********]

  [***************]                            [**********]

  [***************]                            [**********]

  [***************]                            [**********]

  [***************]                            [**********]

  [***************]                            [**********]


         Where

                  D = Launch Day within the Launch Slot.

                  * = First and last day included

     11.2.2.3. Postponement requests, received by ARIANESPACE,  once the filling
               of the  cryogenic  stage has been  started  or has  already  been
               achieved,  shall  be  subject  to an  additional  payment  of [**
               ***********************************************]


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


                                       51


<PAGE>


     11.2.2.4. The amounts set forth in Paragraphs 11.2.2.2. and 11.2.2.3. are
               valid for a Launch to occur in calendar year 1997. For a Launch
               taking place after calendar year 1997, these amounts will vary in
               the same proportion as the price of Associated Services, such
               increase being in any case limited to 10% per year. Said amounts
               are due for payment as of the date of said postponement request.


     11.2.2.5. Should   postponement   of  the  Launch  Day   finally   lead  to
               postponement beyond the Launch Slot, Paragraph 11.2.1. of Article
               11 of this Agreement, shall govern.

     11.2.2.6. Postponements by Customer of the Launch Time within the Launch
               Window may only be requested during the countdown period. If,
               after Customer has requested such postponement, technical
               reasons, including those linked with the Third Party Customer(s)
               of ARIANESPACE, or meteorological reasons prevent ARIANESPACE
               from performing the Launch in the Launch Window opening during
               the Launch Day, this postponement shall be considered as a
               postponement of the Launch Day, and Sub-paragraphs 11.2.2.2. and
               11.2.2.3. of Article 11 of this Agreement, shall govern.

11.2.3. Notwithstanding the foregoing,  no postponement fees shall be payable to
        ARIANESPACE for postponements as a result of:

     (i)    an Event of  Force  Majeure  up to a  cumulative  period  of six (6)
            months, and/or

     (ii)   any damage(s) to the Property of Customer and/or the property of its
            Associates when caused by ARIANESPACE and/or Third Party Customer(s)
            of ARIANESPACE and/or other customers of ARIANESPACE and/or their
            Associates, and/or


                                       52


<PAGE>


     (iii)  any damage(s) for bodily harm sustained by Customer and/or its
            Associates when caused by ARIANESPACE and/or Third Party Customer(s)
            of ARIANESPACE and/or other customers of ARIANESPACE and/or its or
            their Associates.

     11.2.4. The postponement by Customer of the Launch Day, Launch Window or
             Launch Time shall not be subject to the payment of postponement
             fees when it is due to ARIANESPACE's non-fulfillment of its
             obligations. In this event, provided that ARIANESPACE has not cured
             such non-fulfillment within ten days of a notice to that effect by
             Customer and subject to such failure making the Launch impossible
             within the Launch Period, Launch Slot or during Launch Window of
             the Launch Day, or at the Launch Time, the terms of Paragraph 11.3.
             of Article 11 of this Agreement shall govern.

             Such postponement shall be deemed to have been requested by
             ARIANESPACE at the date of Customer's request for a postponement of
             the Launch.

     11.2.5. In no event shall the aggregate  liability of Customer  which shall
             be due to  ARIANESPACE  under  this  Paragraph  11.2.  exceed for a
             Launch   under   this   Agreement   [******************************
             **********************]

11.3. Launch postponement requested by ARIANESPACE

     11.3.1. ARIANESPACE  shall have the right to postpone  the Launch,  for the
             following reasons :

          11.3.1.1. Postponement of Launch Period and of Launch Slot.

                    a)   ARIANESPACE or its Associates encounter adverse
                         technical problems preventing the Launch from taking
                         place under satisfactory conditions of safety or
                         reliability.


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


                                       53


<PAGE>


                    b)   ARIANESPACE  cannot  perform  the  Launch  as a  Double
                         Launch for any reason whatsoever.

                    c)   ARIANESPACE   is  requested   to  perform   replacement
                         launch(es),  or to launch scientific satellite(s) whose
                         mission(s)   may   be   degraded   in  the   event   of
                         postponement.

                    d)   ARIANESPACE reschedules the launch(es) due to
                         postponement(s) by ARIANESPACE of satellite(s) having
                         an earlier Launch Period or Slot than Customer's
                         Satellite(s).

     11.3.1.2. Postponement  of Launch Day within the Launch Slot and/or  Launch
               Time within the Launch Window.

                    a)   For any of the reasons listed in Subparagraph 11.3.1.1.
                         a) b) c) and d) above, and

                    b)   If  ARIANESPACE  cannot  perform the Launch as a Shared
                         Launch for any reason whatsoever.

     11.3.2.   The Parties shall determine by mutual agreement a new Launch
               Period and/or a new Launch Slot as near as possible to the
               postponed one in accordance with the following criteria :

                 -  the availability of a Launch Possibility;

                 -  Launch Rank of Customer's Satellite ;

                 -  date of signature of this Agreement.

               The Launch Day and the Launch Window within the new Launch Slot
               shall be determined by ARIANESPACE according to the technical
               constraints of ARIANESPACE, Customer and the Third Party
               Customer(s) of ARIANESPACE, and their respective interests.


                                       54


<PAGE>


               In the event that ARIANESPACE shall be obliged to postpone the
               launch of a satellite of another client of ARIANESPACE ("Third
               Party Launch") in order to make available a Launch Possibility
               for Customer's Satellite, then , in determining which satellite
               to retain on such Third Party Launch, ARIANESPACE shall retain
               the satellite which is compatible in size with Customer's
               Satellite or, if two or more satellites on such Third Party
               Launch are compatible in size and in class with Customer'
               Satellite, ARIANESPACE shall apply the criteria numbered (1) to
               (3) inclusive in, and in the order which is set out in
               Sub-paragraph 11.3.2. of this Article 11.

     11.3.3. The postponement by ARIANESPACE of the Launch Period, Launch Slot,
             Launch Day, Launch Window, or Launch Time is not subject to the
             payment of postponement fees by Customer, unless it is due to
             Customer's non-fulfillment of its obligations under this Agreement.

             In this event, provided that Customer has not cured such
             non-fulfillment within ten days of a notice to that effect from
             ARIANESPACE and subject to such failure making the Launch
             impossible within the Launch Period, Launch Slot, or during Launch
             Window of the Launch Day, or at the Launch Time :

               -    The terms of  Sub-paragraph  11.2.1.  of  Article 11 of this
                    Agreement  shall govern if  ARIANESPACE  decides to postpone
                    the Launch Period or the Launch Slot ;

               -    The terms of  Sub-paragraph  11.2.2.  of  Article 11 of this
                    Agreement  shall govern if  ARIANESPACE  decides to postpone
                    the Launch Day.

             Such a postponement shall be considered as requested by Customer as
             of the date of Customer's non-fulfillment of its obligations.

     11.3.4. Postponements  of Launches by  ARIANESPACE  shall not be subject to
             the payment of liquidated damages by Customer.

11.4. Any Launch postponement provided for in Article 11 of this Agreement shall
      not modify the progress  payment  schedule set forth in Paragraph 10.1. of
      Article 10 of this Agreement. Notwithstanding the foregoing:


                                       55


<PAGE>


     i)  Should a Launch  be  postponed  one or more  times  by  ARIANESPACE  in
     accordance with  Sub-paragraph  11.3.1. or 11.2.4.,  then Customer shall be
     allowed, for the Launch, [*************************************************
     ***************************************************************************
     ***************************************************************************
     ***************************************************************************
     ***************************************************************************
     ***************************************************************************
     ***************************************************************************
     ***************************************************************************
     ***************************************************************************
     **********************************]

     ii) if Customer postpones an Optional Launch under the provisions of
     Paragraph 11.2.1.5., the payments due after the date of such postponement
     under the payment plan of Paragraph 8.1.1B) shall be suspended and then
     resumed and shifted forward by the duration of the Customer postponement
     under Paragraph 11.2.1.5.

11.5. Acceleration of a Launch Period or of a Launch Slot

     11.5.1. ARIANESPACE  undertakes to inform Customer of any LaunchOpportunity
             which may appear during the period included between:

          (i)  the first day of the concerned initial Period and the first day
               of the Launch Period or of the Launch Slot allocated to the
               Launch concerned under Subparagraph 11.3.2., in the case of
               Customer not having requested a postponement earlier; or

          (ii) the first day of the last Launch Period or of the last Launch
               Slot requested by Customer under Subparagraph 11.2.1.1., and the
               actual Launch date of the Launch concerned, in the case of
               Customer already having requested postponement of the Launch
               concerned.

     Within a period of fifteen (15) days from notification by ARIANESPACE,
     Customer may take advantage of its first right of refusal to accelerate a
     Launch to any Launch Opportunity so indicated by ARIANESPACE. If it has not
     replied within that time, it will be considered that Customer has declined
     the offer for an advancement.


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


                                       56


<PAGE>


     11.5.2. In addition, Customer may, at any time, request that ARIANESPACE
             accelerate a given Launch Period or Slot to a date which Customer
             will designate. As quickly as possible, and at the latest within
             thirty days following receipt of this request, ARIANESPACE will let
             Customer know if there is a Launch Opportunity within the requested
             period and will make every effort to allocate to the Launch in
             question the Launch Opportunity nearest to the date requested by
             Customer.

     11.5.3. For the purposes of application of Paragraph 11.3.4. of this
             Article 11, the number of days by which the Launch under this
             Agreement has been accelerated under this Paragraph 11.5. will be
             deducted from the number of days for which ARIANESPACE must pay
             Customer liquidated damages for the Launch.

     11.5.4. In the case of the Launch Period or the Launch Slot of the Launch
             being accelerated as stipulated in this Paragraph, the payments
             remaining due at the date to which such Launch has been accelerated
             will be advanced by a period equal to that of the acceleration of
             such Launch and the net present value of the applicable Launch
             Services price shall be restored using the Base Rate as rate of
             return. Such adjustment shall be due by Customer to ARIANESPACE as
             of the date of the decision of acceleration is made.


                                       57


<PAGE>


ARTICLE 12  RIGHT OF OWNERSHIP AND CUSTODY



12.1. The obligations of ARIANESPACE under this Agreement being strictly limited
      to the Services set forth in this Agreement, Customer acknowledges that at
      no time shall it have any right of ownership of, or any other right in, or
      title to, the Property of ARIANESPACE. Said Property shall at all times be
      considered to be the absolute property of ARIANESPACE.

12.2. On the other hand, ARIANESPACE acknowledges that at no time during the
      implementation of this Agreement shall it have any right of ownership, or
      any other right in, or title to, the Property of Customer. Said Property
      shall at all times be considered to be the absolute property of Customer.

12.3. At all times during the implementation of this Agreement, each Party shall
      be deemed to have full custody and possession of the Property it is deemed
      to own.

12.4. ARIANESPACE is hereby authorized to destroy, without indemnity or damages
      being payable to Customer, the Launch Vehicle and the Satellite in the
      event that, following ignition of the Launch Vehicle, such action shall
      prove necessary to avoid damage to persons or property. The foregoing
      shall not be deemed to waive Customer's rights for the Launch under
      Paragraph 4.4 of this Agreement.


                                       58


<PAGE>


ARTICLE 13  REPLACEMENT LAUNCH



13.1. Terms

     13.1.1. Customer is entitled to request a Replacement Launch from
             ARIANESPACE in the event that, following the Launch, either the
             Launch Mission or the Satellite Mission has not been accomplished
             for any reason whatsoever. Replacement Launch Services are subject
             to the conditions set forth in Article 13 of this Agreement. Any
             and all other rights and remedies of Customer are excluded whatever
             their nature.

     13.1.2. Customer shall be entitled to have a Replacement Launch Slot
             allocated to it by ARIANESPACE within [**************************
             *******] following the calendar month within which a written
             Replacement Launch request has been received by ARIANESPACE or
             within such longer period as may be indicated by Customer in said
             request up to a maximum of twenty six calendar months after the
             date of Customer's request.

     13.1.3. The written Replacement Launch request must:

             -have been received by ARIANESPACE no later than the second
             calendar month following the month in which the cause of the
             failure of either the Launch Vehicle Mission or the Satellite
             Mission has been established, except that such Satellite Mission
             failure must have occurred within the twenty-seven (27) calendar
             month period following the Launch Slot of the initial Launch.

             Notwithstanding the foregoing, if Customer is entitled to a
             Reflight, such written request shall be received by ARIANESPACE
             within the ninety (90) day period following the date when the
             Parties have agreed on a Launch Failure.


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


                                       59


<PAGE>


             -indicate the Launch Period requested by Customer within the period
             under Paragraph 13.1.2. of Article 13 of this Agreement. It is
             understood that the replacement Satellite and its Ancillary
             Equipment shall be placed at ARIANESPACE's disposal pursuant to the
             schedule of Annex 3 to this Agreement, L being the first day of the
             Launch Period desired by Customer.

     13.1.4. ARIANESPACE shall inform Customer, within the calendar month
             following receipt of said request, if a Launch Opportunity exists
             within the requested Launch Period and, in any event, shall
             allocate a Launch Period (and if reasonably practicable a Launch
             Slot) to Customer, whose first day shall be earlier than the
             expiration of the period specified in Paragraph 13.1.2. of Article
             13 of this Agreement by postponing if necessary the launch of
             another customer of ARIANESPACE other than a replacement launch
             requested prior to Customer's order of the Replacement Launch under
             this Paragraph. The Launch Slot allocated shall not begin earlier
             than the beginning of the Launch Period requested by Customer.

     13.1.5. The replacement Satellite shall be in accordance with the interface
             control file (DCI) governing the initial payload.

             Notwithstanding the foregoing, if Customer is entitled to a
             Replacement Launch, the replacement satellite may differ from the
             DCI and need not have the same satellite mission (i.e. it may be
             another satellite in Customer's fleet of satellites awaiting
             launch). In such a case, the Parties agree to adjust consequently
             this Agreement, including the technical annexes and ARIANESPACE
             shall allocate to Customer the nearest Launch Opportunity.

13.2. Conditions

     13.2.1  Except for a Reflight, remuneration for Replacement Launch Services
             shall  be the  then  applicable  price  for a  satellite  of a mass
             similar to that of the replacement  Satellite under the ARIANESPACE
             pricing policy for a Launch at the date of the Replacement  Launch,
             adjusted for the costs of  refinancing  due to the shorter  payment
             schedule, as well as any charges for modification of equipment with
             respect  to the  Launch  Vehicle  designated  for  the  Replacement
             Launch, that ARIANESPACE shall have incurred.


                                       60


<PAGE>


     13.2.2. A)  Notwithstanding  Sub-paragraph  13.2.1.  hereabove,  the Launch
             Services  Price for a  Replacement  Launch  which is not a Reflight
             taking place at the latest by:

               i) twenty four (24) months after the actual date of the Launch if
               said Launch has resulted in a Launch Failure, or

               ii) in all other cases, 31 December 2003.

            shall be a fixed price of:

            a) [****************************************************************
               *********] for an individual mass of 3450 kg, or

            The above prices is, subject to reduction under  Paragraph  8.1.1.D)
            and is based on: i) November  1995 economic  conditions  and ii) the
            following payment schedule:


--------------------------- ----------------------------------------------------
          DATE                   Pertcentage of the portion of the Launch
                               Services Price referred to in this Subparagraph
                                              13.2.2.A)
--------------------------- ----------------------------------------------------
      [*********]                               [***]
--------------------------- ----------------------------------------------------
      [*********]                               [***]
--------------------------- ----------------------------------------------------
      [*********]                               [***]
--------------------------- ----------------------------------------------------
      [*********]                               [***]
--------------------------- ----------------------------------------------------
      [*********]                               [***]
--------------------------- ----------------------------------------------------
      [*********]                               [***]
--------------------------- ----------------------------------------------------
      [*********]                               [***]
--------------------------- ----------------------------------------------------
      [*********]                               [***]
--------------------------- ----------------------------------------------------
      [*********]                               [***]
--------------------------- ----------------------------------------------------


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


                                       61


<PAGE>


          The price referred to in this Paragraph 13.2.2.A)i) shall be adjusted
          as appropriate using a) the Base Rate against the shortened payment
          schedule in order to restore the net present value in all cases where
          the date of request of the Replacement Launch does not permit to
          respect the above payment schedule and b) the escalation formula
          contained in Article 9 of this Agreement from November 1995 up to and
          including the due date of each progress payment.

          b)   the price set forth under Paragraph 8.1.1.C)ii) for an individual
               mass  of 4500  kg and  payable  as per  the  payment  plan  under
               Paragraph 10.1.1.C).

          The price referred to in this Paragraph 13.2.2.A) shall be adjusted as
          appropriate using the Base Rate against the shortened payment schedule
          in order to restore the net present value in all cases where the date
          of request of the Replacement Launch does not permit to respect the
          above payment schedule.

     B)   At the time of order of the Replacement Launch,  Customer may increase
          or decrease the Satellite mass referred to under Paragraph 13.2.2. A):

          i) under the conditions  stated under  Paragraph  8.1.3.A) if Customer
          has selected an individual mass of 3450 kg, or

          ii) under the conditions stated under Paragraph 8.1.3.B) if Customer
          has selected an individual mass of 4500 kg.

          Except that in both cases, the applicable price shall be due at the
          date of order of the Replacement Launch.


                                       62


<PAGE>


     C)   Furthermore  for Launches with an initial Launch Period starting on or
          after 1 January 2001, the prices set forth in Paragraphs 13.2.2.A) and
          B) shall  only be  valid  if at the  date of order of the  Replacement
          Launch,  the fixing rate published by the Paris Stock Exchange for the
          exchange  rate  between  the French  Franc/U.S.  Dollar is equal to or
          higher than  [*****************] Should the U.S. Dollar fall under the
          above  stated  value  at said  date,  the  prices  shall  be  adjusted
          accordingly.


     13.2.3. The remuneration for Associated Service(s) shall be the applicable
             price for a Launch to take place within the calendar year of the
             Replacement Launch.

     13.2.4. The price set forth in Paragraphs 13.2.1. of Article 13 of this
             Agreement shall be escalated in accordance with Article 9 of this
             Agreement on the basis of economic conditions prevailing on the
             date that said price is determined.

     13.2.5. The payment schedule shall enable the payment of the entire price
             for Replacement Launch Services prior to said Replacement Launch.

     13.2.6. Except for a Reflight, any Replacement Launch shall form the
             subject of a separate launch services agreement drafted in
             accordance with the principles set forth in this Agreement.


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


                                       63


<PAGE>


ARTICLE 14  ALLOCATION OF POTENTIAL LIABILITIES AND RISKS



14.1. Allocation  of damages and risks  caused by one of the Parties  and/or its
      Associates to the other Party and/or its Associates.

     14.1.1. Due to the special character of Services, the Parties have agreed
             that any liability of ARIANESPACE or of Customer arising from the
             defective, late, or non-performance of ARIANESPACE's Services and
             Customer's technical obligations under this Agreement shall, in all
             circumstances, including termination of this Agreement, be strictly
             limited to the liability expressly provided for in this Agreement,
             to the exclusion of any other remedies or claims for damages or
             indemnities.

     14.1.2. Each Party shall bear any and all loss of or damage to property and
             any bodily harm (including death) and all consequences, whether
             direct or indirect, of such loss, damage or bodily harm (including
             death), and/or of a Launch Mission failure and/or of a Satellite
             Mission failure, which it or its Associates may sustain that arises
             in any way in connection with this Agreement or the performance of
             this Agreement. Each Party irrevocably agrees to a no-fault,
             no-subrogation, inter-party waiver of liability, and waives the
             right to make any claims or to initiate any proceedings whether
             judicial, arbitral, or administrative on this account against the
             other Party or that other Party's Associates for any reason
             whatsoever.

             Each Party agrees to bear the financial and any other consequences
             of such loss, damage or bodily harm (including death) and/or of a
             Launch Mission failure and/or a Satellite Mission failure which it
             or its Associates may sustain, without recourse against the other
             Party or the other Party's Associates.


                                       64


<PAGE>


     14.1.3  In the event that one or more  Associates  of a Party shall proceed
             against the other Party and/or that Party's  Associates as a result
             of such loss, damage or bodily harm (including death) and/or Launch
             Mission failure and/or Satellite  Mission failure,  the first Party
             shall indemnify,  hold harmless,  dispose of any claim, and defend,
             when not contrary to the governing  rules of  procedure,  the other
             Party and/or its Associates, as the case may be, from any liability
             or expense,  including  attorneys'  fees,  on account of such loss,
             damage or bodily  harm  (including  death)  and/or  Launch  Mission
             failure and/or Satellite Mission failure and shall pay all expenses
             and satisfy all  judgments  and awards  which may be incurred by or
             rendered against that other Party and or its Associates.

14.2. Loss or  damage  or  bodily  harm  caused  or  sustained  by  Third  Party
      Customer(s) of ARIANESPACE or its (their) Associates

     14.2.1  Each Party  shall bear any and all loss or damage to  property  and
             any bodily harm  (including  death) and all  consequences,  whether
             direct or indirect,  of such loss, damage or bodily harm (including
             death) and/or  Launch  Mission  failure  and/or  Satellite  Mission
             failure, which it or its Associates may sustain, that is caused, in
             any way,  by (a) Third  Party  Customer(s)  of  ARIANESPACE  or its
             (their) Associates in connection with or by the performance of this
             Agreement  and/or the  agreement  signed by  ARIANESPACE  with such
             Third Party Customer(s) of ARIANESPACE.

     14.2.2  Customer hereby irrevocably  agrees to a no-fault,  no-subrogation,
             inter-party  waiver of  liability  and waives the right to make any
             claims or to initiate any proceedings  whether judicial,  arbitral,
             administrative  or otherwise on account of any such loss, damage or
             bodily harm (including  death) and/or Launch Mission failure and/or
             Satellite  Mission  failure  against  Third  Party  Customer(s)  of
             ARIANESPACE,  and/or ARIANESPACE and/or their respective Associates
             for any reason whatsoever.

             Customer agrees to bear the financial and any other consequences of
             such loss, damage or bodily harm (including death) and/or Launch
             Mission failure and/or Satellite Mission failure caused in any way
             by (a) Third Party Customer(s) of ARIANESPACE or its (their)
             Associates without recourse against the Third Party Customer(s) of
             ARIANESPACE and/or ARIANESPACE and/or their respective Associates.


                                       65


<PAGE>


             In the event that one or more of Customer's Associate(s) proceed
             against the Third Party Customer(s) of ARIANESPACE and/or
             ARIANESPACE and/or their respective Associates as a result of such
             loss, damage or bodily harm (including death) and/or Launch Mission
             failure and/or Satellite Mission failure caused in any way to it by
             such Third Party Customer(s) of ARIANESPACE or its (their)
             Associates, Customer shall indemnify, hold harmless, dispose of any
             claim and defend, when not contrary to the governing rules of
             procedure, such Third Party Customer(s) of ARIANESPACE, and/or
             ARIANESPACE and/or their respective Associates from any liability
             or expense, including attorneys' fees, on account of such loss,
             damage or bodily harm (including death) and/or Launch Mission
             failure and/or Satellite Mission failure, and shall pay all
             expenses and satisfy all judgments and awards which may be incurred
             by or rendered against the Third Party Customer of ARIANESPACE
             and/or ARIANESPACE, and/or their respective Associates.

     14.2.3  In the event that (a) Third Party Customer(s) of ARIANESPACE and/or
             its  (their)   Associates   proceed  against  Customer  and/or  its
             Associates  as a result of loss,  damage or bodily harm  (including
             death) and/or  launch  mission  failure  and/or  satellite  mission
             failure  caused in any way to it and/or its (their)  Associates  in
             connection \with or by the performance of this Agreement and/or the
             agreement signed by ARIANESPACE  with such Third Party  Customer(s)
             of ARIANESPACE, ARIANESPACE shall indemnify, hold harmless, dispose
             of any claim and defend,  when not contrary to the governing  rules
             of procedure,  Customer and/or its Associates from any liability or
             expense, including attorney's fees, on account of such loss, damage
             or bodily harm  (including  death),  and/or Launch Mission  failure
             and/or  Satellite  Mission  failure,  and  shall pay  expenses  and
             satisfy  all  judgments  and  awards  which may be  incurred  by or
             rendered against Customer and/or its Associates.

14.3 Indemnification

     Each Party obligates itself to take all necessary and reasonable steps to
     foreclose claims for loss, damage or bodily harm (including death) by any
     participant in the Launch activity. Each Party shall require its
     Associate(s) to agree to a no-fault, no-subrogation, inter-party waiver of
     liability and indemnity for loss, damage or bodily harm (including death)
     its Associates sustain identical to the Parties respective undertakings
     under this Article 14 of this Agreement. Furthermore, ARIANESPACE shall
     require all Third Party Customer(s) of ARIANESPACE entering into launch
     services agreement with ARIANESPACE to agree to the inter-party waiver and
     indemnities as set forth in this Article 14 of this Agreement.


                                       66


<PAGE>


14.4. Liability for damages suffered by Third Parties

     14.4.1. Each Party shall be solely and entirely liable for loss, damage or
             bodily harm (including death), in any case whether direct or
             indirect, which it or its Associates shall cause to be sustained
             whether directly or indirectly by a Third Party in the performance
             of this Agreement.

     14.4.2. In the event of any proceeding, whether judicial, arbitral,
             administrative or otherwise, by a Third Party against one of the
             Parties, or its Associates on account of loss or damage or bodily
             harm (including death) caused whether directly or indirectly by the
             other Party, its Property or its Associates, the latter Party shall
             indemnify and hold harmless the former Party and/or the former
             Party's Associates, as the case may be, and shall advance any funds
             necessary to defend their interests.


14.5. Infringement of Industrial property rights of third parties

     14.5.1. ARIANESPACE undertakes to indemnify and hold Customer harmless with
             respect to any injury, cost, and expenditure resulting from an
             infringement or claim of infringement of patent rights or any other
             industrial or intellectual property rights of a third party which
             may arise from Customer's use of ARIANESPACE's Services, including
             without limitation the use of any and all products, processes,
             articles of manufacture, supporting equipment, facilities, and
             services by ARIANESPACE in connection with said Services unless the
             infringement of rights set forth above shall have been mainly
             caused by an infringement of a right of a third party for which
             Customer is liable pursuant to Paragraph 14.5.2. of Article 14 of
             this Agreement.


                                       67


<PAGE>


     14.5.2. Customer undertakes to indemnify and hold ARIANESPACE harmless with
             respect to any injury, cost, and expenditure resulting from an
             infringement or claim of infringement of the patent rights or any
             other industrial or intellectual property rights of a third party
             which shall have been caused by Customer with respect to the design
             or manufacture of the Satellite, or by ARIANESPACE's compliance
             with specifications furnished by Customer with respect to the
             Launch Mission and the Satellite Mission unless such infringement
             of rights set forth hereabove shall have been mainly caused by an
             infringement of a right of a third party for which ARIANESPACE is
             liable pursuant to Paragraph 14.5.1. of this Agreement.

     14.5.3. The rights to  indemnification  provided hereunder shall be subject
             to the observance of the following conditions:

          14.5.3.1. The Party seeking indemnification shall promptly advise the
                    other Party of the filing of any suit, or of any written or
                    oral claim, alleging an infringement of the third party's
                    rights, which it may receive in relation to the execution of
                    this Agreement.

          14.5.3.2. The Party sued or against whom the claim is otherwise made
                    shall take no steps in the dispute with the third party, nor
                    shall it reach a compromise, without the prior written
                    approval of the other Party, which approval shall not be
                    unreasonably withheld or delayed.

     14.5.4. The Party required to hold the other harmless shall assist and
             assume, when not contrary to the governing rules of procedure, the
             defense of any claim or suit and/or settlement thereof, shall take
             all other steps which it may reasonably be expected to take, given
             the circumstances on the one hand, and on the other hand the
             obligations incurred by it under the preceding provisions, to
             avoid, settle, or otherwise terminate the dispute under Article 14
             of this Agreement on the other hand, and shall pay all litigation
             and administrative costs and expenses incurred in connection with
             the defense of any such suit, shall satisfy any judgments rendered
             by a court of competent jurisdiction in such suits, and shall make
             all settlement payments.


                                       68


<PAGE>


     14.5.5. In the event that ARIANESPACE, with respect to the Launch, and
             Customer, with respect to the Satellite, shall be the subject of
             the same court action or the same proceedings based on alleged
             infringements of patent rights or any other industrial or
             intellectual property rights of a third party pursuant to both
             Sub-paragraphs 14.5.1. and 14.5.2. of Article 14 of this Agreement,
             ARIANESPACE and Customer shall jointly undertake the defense and
             shall bear the damages, costs and expenditures pro rata according
             to their respective liabilities. In the event that the pro rata
             calculation of this Sub-paragraph 14.5.5. is applicable but should
             cause a problem, the Parties undertake in good faith to resolve the
             problem by means of negotiation.

     14.5.6. It is expressly understood that neither Party's entry into this
             Agreement, and either Party's performance of acts required by this
             Agreement, grants any rights to or under any of either Party's
             respective patents, proprietary information, and/or data, to each
             other or to any third party, unless such grant is expressly recited
             in a separate written document duly executed by or on behalf of the
             granting Party.


                                       69


<PAGE>


ARTICLE 15  INSURANCE



15.1. ARIANESPACE shall, for the Launch, take out an occurrence basis type
      insurance policy at no cost to Customer, to protect itself and Customer
      against liability for property and bodily harm which Third Parties may
      sustain and which are caused by the Combined Space Vehicle or part
      thereof. In said insurance policy the natural and corporate bodies
      hereafter shall be named as assured :

          1.   The Government of France.

          2.   The Centre National d'Etudes Spatiales "C.N.E.S." and any state
               of launch as per Convention of March 29, 1972 related to the
               international liability for damages caused by spacecraft.

          3.   The auxiliaries of any kind, whom ARIANESPACE and/or the C.N.E.S.
               would call for in view of the  preparation  and the  execution of
               the launching operations.

          4.   The European Space Agency "E.S.A." but only in its capacity as
               owner of certain facility and/or outfits located at the Centre
               Spatial Guyanais in Kourou and made available to ARIANESPACE
               and/or to the C.N.E.S. for the purpose of the preparation and the
               execution of the launches.

          5.   The firms, who have participated in the design and/or in the
               execution and/or who have provided the components of the Launch
               Vehicle, of its support equipment's including propellants and
               other products either liquid or gaseous necessary for the
               functioning of the said Launch Vehicle, their contractors,
               sub-contractors and suppliers.

          6.   Customer and Third Party Customer(s) of ARIANESPACE on whose
               behalf ARIANESPACE executes the launch services as well as their
               co-contractors and sub-contractors.


                                       70


<PAGE>


          7.   When they act in the scope of their activities, the Officers and
               Directors, the legal representatives, the Managing Director, the
               employees, agents as well as the interim staff employed by
               ARIANESPACE or by the ASSURED mentioned in hereabove Paragraphs
               from 1 to 6 (included).

15.2. Said insurance coverage shall come into effect as of the day of the
      Launch, and shall be maintained for twelve (12) months or for so long as
      all or any part of the Combined Space Vehicle remains in orbit, whichever
      period is shorter.

15.3. This insurance policy shall be taken out in the amount of 400,000,000
      French Francs (four hundred million French Francs). During the period
      provided for in Paragraph 15.2. of this Article 15, ARIANESPACE undertakes
      to settle all liabilities, indemnify and hold Customer harmless for
      property damages and bodily harm caused to Third Parties by the Combined
      Space Vehicle or part thereof which shall exceed the amount covered by
      said insurance policy. At the expiration of the validity of said insurance
      policy in accordance with Paragraph 15.2. of this Article 15, Customer
      shall settle all liabilities for property damages and bodily harm caused
      to third parties by the Satellite or part thereof.


                                       71


<PAGE>


ARTICLE 16  OWNERSHIP OF DOCUMENTS AND WRITTEN INFORMATION
            CONFIDENTIALITY/PUBLIC STATEMENTS



16.1. Title to all documents and written information furnished to Customer by
      ARIANESPACE or its Associates during the implementation of this Agreement
      shall remain exclusively with ARIANESPACE.

16.2. Title to all documents and written information furnished to ARIANESPACE by
      Customer or its Associates during the implementation of this Agreement
      shall remain exclusively with Customer or with said Associates as to their
      respective documents and written information.

16.3. Each Party shall use the documents and written information supplied to it
      by the other Party or the other Party's Associates solely to implement and
      perform this Agreement and related activities.

16.4. To the extent necessary for the implementation of this Agreement, each
      Party shall be entitled to divulge to its own Associates, attorneys and
      technical consultants and actual and proposed lenders, investors, insurers
      and successors in interest the documents and written information received
      from the other Party or from the other Party's Associates, provided that
      such receiving Parties have first agreed to be bound by nondisclosure and
      use restrictions that are comparable to those set forth in this Agreement.

16.5. Subject to the provisions of Paragraph 16.4. of Article 16 of this
      Agreement, each Party shall not divulge any and all documents and written
      information which it receives from the other Party or the other Party's
      Associates, but shall protect all such documents and written information
      which is marked with an appropriate and valid proprietary legend from
      unauthorized disclosure except as provided herein, in the same manner as
      the receiving Party protects its own confidential information, provided,
      however, that each Party shall, that each Party shall have the right to
      use and duplicate such documents and written information for any Party
      purpose subject to the nondisclosure requirements and use restrictions
      provided herein.


                                       72


<PAGE>


      If the information disclosed by one Party to the other Party or by or to
      their respective Associates is deemed confidential by the disclosing Party
      or Associate and is verbal, not written, such verbal confidential
      information shall be identified prior to disclosure as confidential and,
      after acceptance by and disclosure to the receiving Party, shall be
      reduced to writing promptly, labeled confidential, but in no event later
      than twenty (20) days thereafter, and delivered to the receiving Party in
      accordance with this paragraph.

16.6. The obligation of the Parties to keep secret and confidential the
      documents and written information shall not apply to those documents and
      written information that :

          -    are invalidity marked ;

          -    are in the public domain or use ;

          -    shall become in public use, by publication or otherwise,  and due
               to no

               fault of the receiving Party ;

          -    the  receiving  Party  can   demonstrate   were  legally  in  its
               possession at the

               time of receipt ;

          -    are rightfully acquired by the receiving Party from third parties
               ;

          -    are commonly disclosed by ARIANESPACE and/or its Associates ;

          -    are inherently disclosed by any product or service marketed by

               ARIANESPACE or its Associates ;

          -    are independently developed by the receiving Party ;

          -    are  approved  for  release by the written  authorization  of the
               disclosing

               Party ; or

          -    are required,  but only to the extent necessary,  to be disclosed
               pursuant to

               governmental or judicial order, in which event the Party
               concerned shall

               notify the other Party of any such requirement and the
               information

               required to be disclosed prior to such disclosure.


16.7. The provisions of this Article shall remain valid after the term of this
      Agreement for whatever reason until said documents and written information
      become part of the public domain.


                                       73


<PAGE>


      Each Party shall however be entitled to destroy documents and written
      information received from the other Party, or to return these documents or
      such written information to the other Party, at any time after Launch (or
      after Replacement Launch, if any).

16.8. The present Agreement and each part thereof shall be considered to be
      confidential by both Parties. Any disclosure of the same by one Party
      shall require the prior written approval of the other Party, which
      approval shall not be unreasonably withheld or delayed.

      Except for manifest publications, either Party shall obtain the prior
      written approval of the other Party only through such Party's authorized
      representative concerning the content and timing of news releases,
      articles, brochures, advertisements, speeches, and other information
      releases concerning the work performed or to be performed hereunder by
      ARIANESPACE and its Associates. Each Party agrees to give the other Party
      reasonable advance time for review of any material submitted to the other
      Party for approval under this paragraph.


                                       74


<PAGE>


ARTICLE 17  PERMITS AND AUTHORIZATIONS - GROUND STATIONS



17.1. The obligations of ARIANESPACE being limited to those provided for in
      Article 4 above, Customer shall be required to obtain all permits,
      authorizations, or notices of non-opposition from all national or
      international, public or private authorities having jurisdiction over the
      Satellite Mission.

17.2. Customer shall also obtain all government permits and authorizations
      regarding the transfer of the Satellite and its Ancillary Equipment from
      the country of origin to the Launch Base, and the availability of
      Satellite's ground stations.

17.3. ARIANESPACE agrees to assist and support Customer and its Associates, free
      of charge, with any administrative matters related to the importation into
      French Guiana of the Satellite and its Ancillary Equipment, and related to
      their preservation and possible repatriation, as well as to the entry,
      stay, and departure of Customer and its Associates.


                                       75


<PAGE>


ARTICLE 18  TERMINATION BY CUSTOMER



18.1. Customer shall be entitled to terminate any Launch under this Agreement at
      any time prior to Launch. Customer's right is not subject to any
      condition, and shall cover termination situations for reasons of
      convenience as well as those of delay or impossibility in which one of the
      Parties may find themselves. Notice of termination shall be given by
      registered letter with acknowledgment of receipt, and shall take effect
      upon receipt of such letter by ARIANESPACE or by way of telecopy with copy
      by registered letter with acknowledgment of receipt and shall take effect
      upon receipt of the telecopy by ARIANESPACE.

18.2. Whatever the reason for termination of a Launch other than a Reflight
      under this Article 18.0, ARIANESPACE shall be entitled to termination fees
      equal to the aggregate of the following:

     18.2.1. A basic termination fee as follows:
--------------------------- ----------------------------------------------------
    Effective Date of        Termination Fees expressed in % of Launch Services
      Termination                              Price (LSP)
--------------------------- ----------------------------------------------------
     [*********]                                [***]
--------------------------- ----------------------------------------------------
     [*********]
       ******]                                  [***]
--------------------------- ----------------------------------------------------
     [*********
       ******]                                  [***]
--------------------------- ----------------------------------------------------
     [*********
       ******]                                  [***]
--------------------------- ----------------------------------------------------
     [*********]                                [***]
--------------------------- ----------------------------------------------------

          where:

          LSP means the Launch Services Price excluding any price increase
          resulting from the exercise of option(s) under Paragraph 8.1.2. and
          any mass increase.


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


                                       76


<PAGE>


               C means  the date  obtained  by i) adding to the first day of the
               initial Launch

               Period (or, for Optional Launch #1 and Optional Launch #2, if
               applicable, the initial three month Launch Period defined within
               such Launch Period) for the Launch concerned the aggregate
               duration of Launch Period or Launch Slot postponement(s)
               requested by ARIANESPACE for such Launch pursuant to
               Sub-paragraph 11.3.1. of Article 11 AND ii) deducting the
               aggregate duration of acceleration(s) under Paragraph 11.5 of
               this Agreement.

     18.2.2. Plus  i)  any  other  amount(s)  beyond  the  L.S.P.  paid  or  due
             (including  postponement  fees - late  payment  interest)  for  the
             Launch at the effective date of  termination,  and ii) the price of
             those  Associated  Services,  ordered  by the  Customer  after  the
             signature of this Agreement for the Launch  concerned and performed
             at the date of termination.

18.3. Notwithstanding  the  provisions of Paragraph  18.2.  hereabove,  Customer
      shall have the following termination rights:

     18.3.1. If Customer decides irrevocably not to proceed to the launch of one
             or more of the PanAmSat Satellites covered by this Agreement, on
             any launch vehicle whatsoever and consequently Customer terminates
             this Agreement as to such Satellite(s), ARIANESPACE shall be
             entitled to termination fees equal to the aggregate of the
             following:

          18.3.1.1. A basic termination fee as follows:

--------------------------- ----------------------------------------------------
    Effective Date of                Termination Fees expressed in % of
      Termination                       Launch Services Price (LSP)
--------------------------- ----------------------------------------------------
      [*********]                                [***]
--------------------------- ----------------------------------------------------
     [**********
         ***]                                    [***]
--------------------------- ----------------------------------------------------
     [*********]                                 [***]
--------------------------- ----------------------------------------------------

               where:


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


                                       77


<PAGE>


                         LSP means the Launch Services Price excluding any price
                         increase resulting from the exercise of options under
                         Paragraph 8.1.2. and any mass increase.

                         C means the date obtained by i) adding to the first day
                         of the initial Launch Period: a) the aggregate duration
                         of  Launch   Period  or  Launch  Slot   postponement(s)
                         requested by  ARIANESPACE  for such Launch  pursuant to
                         Sub-paragraph   11.3.1.   of  Article  11  and  b)  the
                         aggregate   duration  of  postponements   requested  by
                         Customer under  Paragraph  11.2.1.5.  AND ii) deducting
                         the  aggregate   duration  of   acceleration(s)   under
                         Paragraph 11.5 of this Agreement. .

          18.3.1.2. Plus i) any other  amount(s)  beyond the L.S.P.  paid or due
                    (including  postponement  fees - late payment  interest) for
                    the Launch at the effective date of termination, and ii) the
                    price of those Associated Services,  ordered by the Customer
                    after  the  signature  of  this  Agreement  for  the  Launch
                    concerned and performed at the date of termination.

          18.3.1.3. In the event of termination by Customer under the present
                    Paragraph 18.3.1., if Customer decides within five years of
                    such termination to proceed to the launch of the Satellite
                    the Launch of which was terminated under this Paragraph
                    18.3.1., the relevant Launch shall be reinstated
                    automatically under this Agreement and the Parties undertake
                    to negotiate in good faith necessary adjustments to be made
                    to this Agreement and the payment terms contained therein in
                    view of maintaining the net present value of the Launch
                    Services Price.


                                       78


<PAGE>


     18.3.2. If  the  Launch  concerned  is a  Reflight,  ARIANESPACE  shall  be
             entitled  to  termination  fees  equal  to  the  aggregate  of  the
             following:

          18.3.2.1. A basic termination fee as follows:

--------------------------- ----------------------------------------------------
    Effective Date of        Termination Fees expressed in % of Guarantee Amount
       Termination
--------------------------- ----------------------------------------------------
       [*********]                            [***]
--------------------------- ----------------------------------------------------
       [*********
         ******]                               [***]
--------------------------- ----------------------------------------------------
       [*********]                             [***]
--------------------------- ----------------------------------------------------

                    where:

                    C means the date  obtained  by i) adding to the first day of
                    the  initial  Launch  Period  or Launch  Slot as  determined
                    pursuant to Article 13 of this Agreement of the Reflight: a)
                    the  aggregate  duration  of Launch  Period  or Launch  Slot
                    postponement(s)  requested  by  ARIANESPACE  for such Launch
                    pursuant to Sub-paragraph  11.3.1.  of Article 11 and b) the
                    aggregate  duration of  postponements  requested by Customer
                    under  Paragraph  11.2.1.5.  AND ii) deducting the aggregate
                    duration of  acceleration(s)  under  Paragraph  11.5 of this
                    Agreement.


                    * Notwithstanding the foregoing, if Customer terminates the
                    Reflight no later than thirty days after the later of i) the
                    date of order of said Reflight or ii) thirty days after the
                    establishment of the cause of the Launch Failure and the
                    scheduling of the resumption of launches of the Ariane 5
                    launch vehicle as notified by ARIANESPACE to Customer, the
                    termination fee under this Paragraph 18.3.2.1. shall,
                    independently of the initial Launch Period of said Reflight,
                    be limited to [*********************]


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


                                       79


<PAGE>


          18.3.2.2. Plus  i)  any  other   amount(s)   paid  or  due  (including
                    postponement fees - late payment interest) for the
                    Launch at the effective date of termination and ii) the
                    price of those Associated Services, ordered by the Customer
                    after the signature of this Agreement for the Launch
                    concerned and performed at the date of termination.

     18.3.3. Notwithstanding the fo3regoing, if a Reflight performed by an
             Ariane 5 Launch Vehicle results in a Launch Failure, Customer shall
             have the right, within the later of i) ninety (90) days of the day
             the Parties have agreed on the Launch Failure or ii) thirty days
             after the establishment of the cause of the Launch Failure and the
             scheduling of the resumption of launches of the Ariane 5 Launch
             Vehicle as notified by ARIANESPACE to Customer to terminate the
             Reflight of the Reflight under this Paragraph 18.3.3. In this case,
             the Parties agree that ARIANESPACE shall reimburse to Customer an
             amount equal to [**************************************************
             *******************************************************************
             *********************************************]

18.4. Termination fees are due by the Customer to ARIANESPACE as of the
      effective date of termination and payable within thirty (30) days of the
      receipt by the Customer of the corresponding invoice. Any amount paid by
      the Customer for the Launch concerned (including, if applicable, any
      Option Credit) in excess of the termination fees shall be refunded by
      ARIANESPACE to the Customer within thirty (30) days of the effective date
      of termination. For the purpose of this Paragraph 18.4., in the case of a
      Reflight, the Guarantee Amount shall be deemed to be a payment and the
      sole payment made by the Customer.

      [*************************************************************************
      **************************************************************************
      **************************************************************************
      **************************************************************************
      **************************************************************************
      **************************************************************************
      ***********************************************]


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


                                       80


<PAGE>


18.5. Notwithstanding the foregoing, in the event that the aggregate of all
      postponements for a given Launch (other than postponement due to Events of
      Force Majeure up to a period of six months for each Launch as provided
      under Paragraph 11.3.5. of Article 11 of this Agreement) requested by
      ARIANESPACE under Paragraph 11.3. of Article 11 of this Agreement should
      result in ARIANESPACE delaying a Launch under this Agreement by more than
      twelve (12) months, excluding delays due to Events of Force Majeure and
      after deduction of the aggregate duration of acceleration(s) under
      Paragraph 11.5 of this Agreement, Customer shall have the right, within
      ninety (90) days of the receipt of the corresponding ARIANESPACE notice
      for postponement or if no such notice is given, at the date at which the
      aggregate of ARIANESPACE postponements for the forthcoming Launch exceeds
      twelve months, to terminate the relevant Launch. ARIANESPACE shall
      promptly refund to Customer all payments made by Customer for said Launch.
      In such an event, Customer shall be liable only for the payment of
      Associated Service(s) performed prior to the date of termination. For the
      purpose of this Paragraph 18.5., in the case of a Reflight, the Guarantee
      Amount shall be deemed to have been a payment and the sole payment made by
      Customer.

18.6. If Customer does not exercise Optional Launch #1 by 30 June 1999 and/or
      Optional Launch #2 by 31 December 1999, ARIANESPACE shall reimburse to
      Customer the Option Price which was not the object of an applied Option
      Credit under Paragraph 10.1.1.B) or C).

      For the avoidance of doubt, except for any portion of the Option Fee that
      may not be the object of a refund to Customer under the terms of this
      Agreement, Customer shall have no termination liability vis-a-vis any
      Optional Launch for which an Option is not exercised.


                                       81


<PAGE>


ARTICLE 19  TERMINATION BY ARIANESPACE



19.1. In the event that Customer fails to comply with its payment obligations
      pursuant to the payment schedule and other payment dates set forth in this
      Agreement, and does not pay within thirty (30) days of the receipt of a
      notice to that effect, ARIANESPACE shall be entitled to terminate the
      Launch concerned by registered letter with acknowledgment of receipt.

19.2. In the event of termination pursuant to the provisions of this Article 19,
      the provisions of Paragraph 18.2. of Article 18 of this Agreement shall be
      applicable.


                                       82


<PAGE>


ARTICLE 20  MISCELLANEOUS



20.1. Working language

      Any communication by one Party to the other shall be made in English.

      All communications between Customer and its Associates on the Launch Base,
      as well as all communications between ARIANESPACE or its Associates on the
      Launch Base with Customer's personnel and/or that of its Associates, shall
      be made in English.

20.2. Notices

      Unless expressly provided otherwise under this Agreement, all
      communications and notices to be given by one Party to the other in
      connection with this Agreement shall be in writing and in the language(s)
      of this Agreement and shall be sent by registered mail, or transmitted by
      telex telegram or facsimile and confirmed by registered letter.

      The following addresses have been designated :

      ARIANESPACE :

      Immeuble Ariane

      Boulevard de l'Europe

      91000 Evry

      FRANCE


                                       83


<PAGE>


      Customer :

      PanAmSat Corporation

      One Pickwick Plaza

      Greenwich, Connecticut, 06830

      U.S.A.

      Attention: Mr. Frederick LANDMAN, President and CEO


      or such other address or other persons attention as either Party may
      modify in accordance with this Paragraph.

20.3. Waiver

      Waiver on the part of either ARIANESPACE or Customer of any term,
      provision, or condition of this Agreement shall only be valid if made in
      writing and accepted by the other Party. Said acceptance shall not
      obligate the Party in question to waive its rights in connection with any
      other previous or subsequent breaches of this Agreement.

20.4. Headings

      The headings and sub-headings used in this Agreement are provided solely
      for convenience of reference, and shall not prevail over the content of
      the Articles of this Agreement.


                                       84


<PAGE>


20.5. Assignment

      Customer shall not be entitled to assign all or part of its rights and
      obligations under this Agreement without the prior written consent of
      ARIANESPACE which shall not be unreasonably withheld, conditioned or
      delayed. Notwithstanding the foregoing, ARIANESPACE's consent shall not be
      required for any assignment of this Agreement by Customer to a reorganized
      entity (which may include additional investors) to which all or
      substantially all of the assets of the Customer are also assigned.
      Customer shall promptly notify ARIANESPACE of any such assignment.

      In addition, launch rights may be purchased hereunder by Customer's
      subsidiary, PanAmSat International (formerly the "Customer" hereunder) for
      its own account.

      Such purchase shall be treated the same way as Customer's purchases
      hereunder, counting both toward the number of available options hereunder
      and for and for multilaunch purposes discounts, the only difference being
      that the rights to particular launches purchased by PanAmSat International
      and the obligations to make payment for such launches shall reside solely
      with PanAmSat International.

      With respect to the foregoing it is agreed that "Customer's" rights and
      obligations to "Firm Launch #1" belong to PanAmSat International and the
      rights and obligations to Firm Launch #2 remain with Customer.


                                       85


<PAGE>


20.6. Entire Agreement and Modifications

      The Contractual Documents as amended at the date hereof comprise the
      entire understanding between the Parties with respect to the subject of
      this Agreement, superseding all prior and contemporaneous discussions
      between them. Neither Party shall be bound by the conditions, warranties,
      definitions, statements, or documents previous to the execution of this
      Agreement, unless this Agreement makes express reference thereto. Any
      undertakings subsequent to the execution of this Agreement shall be made
      in writing and signed by duly authorized representatives of each of the
      Parties and shall expressly state that it is such an amendment or
      modification.

20.7. Registration of Customer's Satellite

      In accordance with the Convention on Registration of Objects Launched into
      Outer Space of U.N.O., Customer:

      i)  if a state or consortium of states, shall register the Satellite, or

      ii) if not a state or consortium of states, shall obtain registration of
          the Satellite through the state or a state which has jurisdiction over
          Customer.


                                       86


<PAGE>


ARTICLE 21 APPLICABLE LAW



This Agreement shall govern the relationship between the Parties as to the
subject of this Agreement. To the extent the Parties have failed to address any
question arising hereunder, or in the event of the need for any interpretation
of any term of this Agreement, French law shall be applied, unless it is
contrary to the explicit terms or the underlying common intentions of the
Parties to this Agreement.


                                       87


<PAGE>


ARTICLE 22 ARBITRATION



In the event of disputes arising in connection with this Agreement, the Parties
undertake to use their best efforts to reach an amicable settlement. If an
amicable settlement cannot be achieved, the dispute shall be referred to the
President of ARIANESPACE and of Customer, who will use their best efforts to
reach an agreement acceptable to both Parties. Should an amicable settlement
prove impossible, the dispute(s) shall be finally settled under the rules of
Conciliation and Arbitration of the international Chamber of Commerce (I.C.C.)
in Geneva, Switzerland by three arbitrators appointed in accordance with the
then existing rules. The Arbitration shall be conducted in the English language.
The award of the Arbitrators shall be final and binding, and execution thereof
may be entered in any court having jurisdiction.


                                       88


<PAGE>


ARTICLE 23 EFFECTIVE DATE



This Agreement shall take effect after signature by the two Parties.



Executed

On          , 1998.

In 2 originals




ARIANESPACE                                         CUSTOMER







----------------------------                        ----------------------------


                                       89


<PAGE>


                                   P A R T II

                                  A N N E X E S


                                       90


<PAGE>


                                     ANNEX 4


                     E.S.A./ARIANESPACE Convention (Extract)



Certain European Governments, members of the European Space Agency, (hereinafter
referred to as "the Participants") have committed themselves to using the Ariane
Launcher, developed within the framework of the European Space Agency programs.
Arianespace must provide the European Space Agency and the Participants, as a
priority, with the services and launch slots necessary for their programs.
Arianespace must also make sure that in the event of a shift in the launch slots
caused by the launcher system and/or any of the technical equipment which has to
be used for the launch, the payload concerned of the Agency or Participant
retains its position in the launch schedule. In addition, in the event of the
failure of an Agency or Participant mission, the Agency or Participant may ask
Arianespace to provide them, for a new launch, with the first or failing that
the second launch slot compatible with the availability of the replacement
payload if the failure was due to the launch system and/or any of the technical
equipment used for the launch, and the first compatible slot or failing that the
first slot scheduled at the latest 10 months after the written relaunch request
if the failure was due to the payload itself. Finally, Arianespace has committed
itself to the Agency and to the Participants to pay particular attention to the
specific requirements imposed by scientific missions.


                                       91


<PAGE>


         Confidential ARIANESPACE PROPRIETARY

PanAmSat MultiLaunch Amdt 3/  95.5.933      Page PAGE \* ARABE1



         Confidential ARIANESPACE PROPRIETARY


                                       92


<PAGE>