Exhibit 10.61


                       SEA LAUNCH AND PANAMSAT PROPRIETARY


                                    CONTRACT

                                       FOR

                                 LAUNCH SERVICES

                                     BETWEEN

                         SEA LAUNCH LIMITED PARTNERSHIP

                                       AND

                              PANAMSAT CORPORATION

THIS CONTRACT DOCUMENT IS CONSIDERED PROPRIETARY  INFORMATION OF SEA LAUNCH, LDC
AND PANAMSAT CORPORATION, AND SHALL NOT BE RELEASED, IN WHOLE OR IN PART, TO THE
PUBLIC OR ANY THIRD PARTY WITHOUT THE PRIOR  WRITTEN  CONSENT OF BOTH SEA LAUNCH
COMPANY, LDC AND PANAMSAT CORPORATION


<PAGE>
                      SEA LAUNCH AND PANAMSAT PROPRIETARY



                                TABLE OF CONTENTS

ARTICLE 1 -- DEFINITIONS......................................................4
ARTICLE 2 -- CONTRACTUAL DOCUMENTS............................................7
ARTICLE 3 -- SERVICES TO BE PROVIDED BY SEA LAUNCH............................8
ARTICLE 4 -- CONTRACT PRICE...................................................9
             [***************]      9

ARTICLE 5 -- PAYMENTS.........................................................10
ARTICLE 6 -- LAUNCH SCHEDULE..................................................12
ARTICLE 7 -- LAUNCH POSTPONEMENTS.............................................13
ARTICLE 8 -- EXCUSABLE DELAYS.................................................15
ARTICLE 9 -- OBLIGATIONS BEFORE and AFTER LAUNCH..............................15
ARTICLE 10 -- COMMUNICATION and COORDINATION BETWEEN
SEA LAUNCH and PANAMSAT.......................................................16
ARTICLE 11 -- PERMITS AND APPROVALS...........................................17
ARTICLE 12 -- OPTION FOR REFLIGHT OR REFUND...................................18
ARTICLE 13 -- REPLACEMENT LAUNCH..............................................21
ARTICLE 14 -- TERMINATION.....................................................22
ARTICLE 15 -- RISK ALLOCATION.................................................25
ARTICLE 16 -- PROPRIETARY DATA................................................29
ARTICLE 17 -- RIGHTS TO INVENTIONS AND DATA...................................30
ARTICLE 18 -- CHANGES.........................................................31
ARTICLE 19 -- ASSIGNMENT......................................................31
19.1 The Parties agree not to assign their respective rights or obligations
under the Contract without the prior written consent of the other Party;
provided that PanAmSat may assign its rights and obligations regarding one or
more Launch Services to a PanAmSat Affiliate.  Any such assignment shall be
mutually agreed to and consent to Assign shall not be unreasonably withheld by
the other Party.  For purposes of this Article 19, "PanAmSat Affiliate" shall
include (i) any entity controlled by PanAmSat and (ii) any joint venture or
similar entity in which PanAmSat owns or agrees to acquire an equity
interest......................................................................32
ARTICLE 20 -- DISPUTE SETTLEMENT..............................................32
ARTICLE 21 - COOPERATION ON INSURANCE.........................................32
21.1 Sea Launch shall cooperate in good faith with PanAmSat's efforts to
obtain and maintain launch insurance for Spacecraft launched under this
Contract.  Subject to U. S. Export Control laws and regulations, such
cooperation shall include (i)delivering information and data regarding the
Launch Vehicle to PanAmSat's insurers and brokers, (ii) conducting briefings
for such insurers and brokers, (iii) responding to inquiries from such
insurers and brokers, and (iv) exercising reasonable best efforts to obtain
in a timely manner and thereafter maintain any government licenses,
approvals or other authorizations required for such cooperation...............32
ARTICLE 22-- APPLICABLE LAW...................................................32
ARTICLE 23 -- SEVERABILITY....................................................32
ARTICLE 24 -- NO WAIVER.......................................................33
ARTICLE 25 -- ENTIRE AGREEMENT................................................33

                                      -2-

Use or disclosure of data contained on this sheet is subject to the restriction
on the title page of this Contract Document.

[***] Filed  separately  with the Commission  pursuant to a request for
Confidential Treatment.

<PAGE>
                      SEA LAUNCH AND PANAMSAT PROPRIETARY


                          CONTRACT FOR LAUNCH SERVICES

     This  Contract is made and entered  into by and between Sea Launch Limited
Partnership, an exempted  limited  partnership  organized under the laws of the
Cayman Islands acting through its General  Partner,  Sea Launch Company, LDC, a
Cayman  Islands limited duration company (hereinafter referred to as "Sea
Launch"); and PanAmSat Corporation, (hereinafter referred to as "PanAmSat").

                                      -3-

Use or disclosure of data contained on this sheet is subject to the restriction
on the title page of this Contract Document

<PAGE>
                      SEA LAUNCH AND PANAMSAT PROPRIETARY


ARTICLE 1 -- DEFINITIONS

The terms used in the  Contract  shall have the  meaning  provided  for in these
definitions:

1.1      Authorized  Representatives  means: (i) for PanAmSat,  R. Douglas Kahn,
         Robert A. Bednarek and James B. Frownfelter,  and (ii) for Sea Launch,
         Wilbur Trafton,  W. C. White,  Kjell Karlsen.  A Party may change its
         Authorized  Representatives  by written notification from an existing
         Authorized Representative of such Party to the other Party.

1.2      Contract means this Contract as defined in Article 2.

1.3      Constructive  Total Failure means that the operational  capacity and/or
         expected  lifetime of the Spacecraft is reduced by more than 50% due to
         the  performance of the Launch  Vehicle.  The orbit and mass at liftoff
         specified in the  Statement of Work shall be used in the  determination
         of expected lifetime based on a three sigma Launch Vehicle  performance
         and a margin of a minimum of one (1) year.  The  Parties  shall use the
         Loss  Formula to determine  whether a  Constructive  Total  Failure has
         occurred.

1.4      Day means a calendar day unless otherwise indicated.


1.5      Effective Date means the date of last signature by an authorized
         representative of Sea Launch or PanAmSat.

1.6      Home Port means the payload processing area and surrounding  facilities
         for the loading and unloading of the Launch  Vehicle and  Spacecraft on
         the assembly and command ship and the launch platform.

1.7      Launch means the intentional ignition of the first stage engines of the
         Launch Vehicle  followed by the release of the hold-down  restraints or
         destruction of the Launch Vehicle.

1.8      Launch Base means the Sea Launch marine launch  platform from which the
         Launch will take place,  as well as the  assembly and command ship from
         which Launch operations will be directed and monitored.

1.9      Launch Day means the calendar day within the Launch Slot established
         for the Launch pursuant to the Contract.


1.10     Launch  Opportunity  means the  availability  of a position  in the Sea
         Launch  manifest  for the Launch of the  Spacecraft,  and is based upon
         these criteria: 1) adequate time to make the necessary preparations for
         the Launch; and 2) existing commitments to other Sea Launch customers.

1.11     Launch Period means a period of [********************] as established
         in Article 6 during which the Launch will occur.

                                     -4-

Use or disclosure of data contained on this sheet is subject to the restriction
on the title page of this Contract Document.

[***] Filed  separately  with the Commission  pursuant to a request for
Confidential Treatment.

<PAGE>
                      SEA LAUNCH AND PANAMSAT PROPRIETARY


1.12     Launch Schedule means the then current Launch Period or the then
         current Launch Slot or Launch Day, if established.

1.13     Launch Services means the services provided by Sea Launch as defined in
         Article 3.

1.14     Launch Slot means a thirty (30) day period of time within the Launch
         Period during which the Launch will occur.

1.15     Launch Vehicle means the expendable launch vehicle Zenit 3SL, utilized
         by Sea Launch to perform the Launch of the Spacecraft.

1.16     Launch Vehicle Performance means:

         1.16.1   The environmental  conditions experienced by the Spacecraft as
                  measured and recorded by Sea Launch via telemetry.  Sea Launch
                  uses  the  measurements  to  ascertain   compliance  with  the
                  environments  agreed to by the  Parties in the "Sea  Launch to
                  Spacecraft Interface Control Document (ICD)".

         1.16.2   If  applicable,  the functional  interface  between the Launch
                  Vehicle and the  Spacecraft  as measured  and  recorded by Sea
                  Launch via  telemetry.  Sea Launch uses such  measurements  to
                  ascertain    compliance   with   the   functional    interface
                  requirements  agreed to by the  Parties in the "Sea  Launch to
                  Spacecraft Interface Control Document (ICD)".

         1.16.3   The  Spacecraft  injection  orbit  parameters  as measured and
                  recorded  by Sea Launch  via  telemetry.  Sea Launch  uses the
                  measurements to ascertain  compliance with the injection orbit
                  parameters  as agreed to by the  Parties in the "Sea Launch to
                  Spacecraft Interface Control Document (ICD)".

1.17     Launch Window means a specific daily time period or periods within each
         of one or more potential  Launch Days during which the Launch can occur
         and meet mission requirements.

1.18     Loss Formula means the formula set forth below that calculates the Loss
         Factor in order to determine  whether a  Constructive  Total Failure or
         Partial Failure has occurred,  and in the case of Partial  Failure,  to
         compute the amount of the refund  payable if PanAmSat  has  exercised a
         refund   option    [***************************************************
         ***********]  The Loss Formula shall be provided by PanAmSat.  PanAmSat
         shall  provide the Loss  Formula  from its Launch  Insurance  Policy no
         later than six (6) months  prior to Launch.  Inclusion  of the formula,
         definitions,  and terms shall be by mutual agreement of the Parties. It
         is agreed that the formula  will be amended to take into  consideration
         PanAmSat's  desire to measure  Spacecraft  Expected Life to be based on
         the  maximum  attainable  lifetime  using the XIPS  drive and a nominal
         Launch Vehicle  Performance such that the Expected Life will exceed the
         specified  life  contained  in  the  PanAmSat  Spacecraft   procurement
         contract.  It is further agreed that this provision shall be subject to
         (i)  calculating the Expected Life so as to minimize any loss, and (ii)
         including  a margin of at least one year to  measure  the  Spacecraft's
         Expected  Life with the actual  margin to be agreed upon by Sea Launch,
         its Insurers,  and PanAmSat based on the increase in predicted Expected
         Life.
                                      -5-

Use or disclosure of data contained on this sheet is subject to the restriction
on the title page of this Contract Document.

[***] Filed  separately  with the Commission  pursuant to a request for
Confidential Treatment.

<PAGE>
                      SEA LAUNCH AND PANAMSAT PROPRIETARY


1.19     New Spacecraft Type means any Spacecraft bus type that is not a Prior
         Spacecraft Type as of the date that PanAmSat designates or selects a
         Spacecraft type.

1.20     Option Launch means the ability of PanAmSat to order from Sea Launch an
         additional  Launch to be  performed  under the same  provisions  as the
         Launch Services under this Contract.

1.21     Partial  Failure means that the  operational  capacity  and/or expected
         lifetime of the Spacecraft is reduced by more than 20% but less than or
         equal to 50% due to  performance of the Launch  Vehicle.  The orbit and
         mass at liftoff specified in the Statement of Work shall be used in the
         determination  of  expected  lifetime  based  on a three  sigma  Launch
         Vehicle  Performance  and a margin  of a minimum  of one (1) year.  The
         Parties  shall  use the Loss  Formula  to  determine  whether a Partial
         Failure has occurred,  and to compute the amount of the refund  payable
         if PanAmSat has exercised a refund option [***************************
         *************************************]

1.22     [**********************************************************************
         ***********************************************************************
         ***********************************************************************
         ***********************************************************************
         ****]

1.23     Party or Parties means Sea Launch or PanAmSat or both depending on the
         context.

1.24     Payload means the Spacecraft supplied by PanAmSat to be launched on the
         Launch Vehicle.

1.25     Postlaunch Services means the reports and range services as defined in
         the Statement of Work that are to be provided by Sea Launch to PanAmSat
         after Launch.

1.26     Prior Spacecraft Type shall mean a Spacecraft bus type (e.g., HS-601
         HP, HS-702, etc.) that has been previously integrated and launched by
         Sea Launch or that, as of the date that PanAmSat designates or selects
         a Spacecraft, is scheduled to be integrated and launched prior to the
         applicable Option Launch.

1.27     Related Third Parties means any of the following parties:

         1.27.1   employees, directors, officers or agents of Sea Launch or
                  PanAmSat.

         1.27.2   customers of Sea Launch or PanAmSat and the employees of those
                  customers

         1.27.3   Contractors  and  subcontractors  at any tier of Sea Launch or
                  PanAmSat   and  the   employees  of  those   contractors   and
                  subcontractors.

                                      -6-

Use or disclosure of data contained on this sheet is subject to the restriction
on the title page of this Contract Document.

[***] Filed  separately  with the Commission  pursuant to a request for
Confidential Treatment.
<PAGE>

                      SEA LAUNCH AND PANAMSAT PROPRIETARY


         1.27.4   any party with a financial interest in Sea Launch, PanAmSat,
                  the Launch Vehicle, or the Payload


1.28     Spacecraft means a satellite supplied by PanAmSat for Launch by Sea
         Launch pursuant to the Contract and which is compatible with the Launch
         Vehicle.

1.29     Third Party means any individual or legal entity other than the Parties
         or Related Third Parties.

1.30     Total  Failure  means  that  the  Spacecraft  was  destroyed  or  lost,
         subsequent to Launch but before  separation,  due to the performance of
         the Launch Vehicle;  or, the Spacecraft could not be separated from the
         Launch Vehicle.

ARTICLE 2 -- CONTRACTUAL DOCUMENTS

2.1      This Contract shall consist of the following documents

         2.1.1.   General Provisions, Articles 1 through 25

         2.1.2.   Statement of Work

         2.1.3    Interface Control Document ("ICD")

2.2      In the event of conflict the General Provisions shall have precedence
         over the Statement of Work and the ICD.

2.3      The ICD shall be incorporated  into this Contract upon its execution by
         the Parties (or, in the case of Sea Launch,  by Boeing Commercial Space
         Company  on  behalf  of Sea  Launch)  and by  the  manufacturer  of the
         Spacecraft. Upon such execution, the ICD shall have precedence over the
         Interface  Requirements Document included in the Statement of Work. Sea
         Launch acknowledges that such Interface  Requirements Document has been
         delivered to Boeing Commercial Space Company in lieu of Sea Launch.

                                      -7-

Use or disclosure of data contained on this sheet is subject to the restriction
on the title page of this Contract Document.

<PAGE>

                      SEA LAUNCH AND PANAMSAT PROPRIETARY


ARTICLE 3 -- SERVICES TO BE PROVIDED BY SEA LAUNCH

3.1      Sea Launch shall provide Launch Services to PanAmSat in accordance with
         the Statement of Work for the Launch of the Galaxy IIIC  Spacecraft and
         up to four (4) additional  Option  Launches for  additional  Spacecraft
         provided by PanAmSat.  Except for Postlaunch Services,  Launch Services
         provided under the Contract shall be deemed to have been completed upon
         Launch.

3.2      Option Launch Services

         3.2.1    Four (4) Option  Launches  are  offered  under this  contract.
                  Option  Launches  shall  be  used  for the  Launch  of a Prior
                  Spacecraft  Type;  provided,  however,  that PanAmSat shall be
                  entitled to  designate a New  Spacecraft  Type for one or more
                  Option  Launches,  in which  event  PanAmSat  shall pay to Sea
                  Launch,  pro rata in accordance  with the payment  schedule in
                  Paragraph 5.1.2, the actual and reasonable costs of Sea Launch
                  for mission analysis, flight tracking and integration required
                  due to the  differences  between such New Spacecraft  Type and
                  Prior Spacecraft Type.

         3.2.2    At Contract award, PanAmSat shall pay to Sea Launch a
                  non-refundable deposit of [**********] for each Option Launch
                  that PanAmSat desires to reserve.  This deposit shall
                  guarantee a firm Launch in the [******] period associated with
                  that Option Launch designated in the table in Paragraph 4.2.
                  PanAmSat shall not be required to exercise the Option Launches
                  in sequential numeric order (subject to the scheduling
                  requirements of Paragraphs 3.2.2 and 3.2.3), nor shall the
                  exercise of any Option Launch be a required condition for the
                  exercise of any other Option Launch. PanAmSat shall be
                  entitled to exercise any Option Launch for a Launch Period
                  other than that designated for such Option Launch in the table
                  in Paragraph 4.2, subject to (i) available Launch
                  Opportunities and (ii) price adjustment(whether increase or
                  decrease) equal to [***] per year, not compounded, based on
                  the difference between the first day of the applicable Launch
                  Period in Paragraph 4.2 and the new Launch Period.

         3.2.3    In order to exercise an Option Launch  PanAmSat  shall provide
                  written notification to Sea Launch at least  [***************]
                  prior to the first day of the Launch  Period  for that  Option
                  Launch.  On the date of Option  Launch  exercise by  PanAmSat,
                  payments  shall be made to Sea Launch in  accordance  with the
                  payment  schedule  described  in  Article  5 -  Payments.  The
                  initial  payment  made by  PanAmSat  to Sea  Launch  following
                  exercise of an Option Launch shall be reduced by the [*******]
                  deposit  initially paid by PanAmSat at Contract award for that
                  Option Launch.

                                      -8-

Use or disclosure of data contained on this sheet is subject to the restriction
on the title page of this Contract Document.

[***] Filed  separately  with the Commission  pursuant to a request for
Confidential Treatment.
<PAGE>

                       SEA LAUNCH AND PANAMSAT PROPRIETARY


         3.2.4    [************************************************************
                  *************************************************************
                  *************************************************************
                  *************************************************************
                  *************************************************************
                  *************************************************************
                  ****************************************]


ARTICLE 4 -- CONTRACT PRICE

4.1      PanAmSat shall pay to Sea Launch,  as consideration for the Galaxy IIIC
         Launch  Services  only  (no  Option  Launches  exercised),  a price  of
         [*************],  subject to adjustment  as provided  elsewhere in this
         Contract.

4.2      If, at the time of Contract award,  PanAmSat reserves by payment of the
         deposit referred to in Paragraph 3.2.2 above any of the Option Launches
         offered  under  this  Contract,  the price for the Galaxy  IIIC  Launch
         Services referred to in Paragraph 4.1 shall be adjusted as set forth in
         the table below,  depending upon the number of Option Launches reserved
         by PanAmSat

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

                                      -9-

Use or disclosure of data contained on this sheet is subject to the restriction
on the title page of this Contract Document.

[***] Filed  separately  with the Commission  pursuant to a request for
Confidential Treatment.
<PAGE>

                       SEA LAUNCH AND PANAMSAT PROPRIETARY


4.3      The final  price paid by PanAmSat  for the Galaxy IIIC Launch  Services
         shall be determined  in relation to the number of Option  Launches that
         are fully exercised by PanAmSat.  Should PanAmSat exercise fewer Option
         Launches  than reserved by payment of a deposit at the time of Contract
         award,  the effective price for the Galaxy IIIC Launch Services will be
         changed to reflect the total  number of Option  Launches  exercised  by
         PanAmSat (see table  above).  Any  deposit(s)  made by PanAmSat for any
         unexercised  Option  Launch  may be applied  to the final  Galaxy  IIIC
         Launch  Services  price as determined by the number of Option  Launches
         actually exercised.

4.4      The discount on each Option Launch is also tied to the number of Option
         Launches  exercised by  PanAmSat.  If PanAmSat  exercises  fewer Option
         Launches than reserved at the time of Contract award, the Option Launch
         prices for the  applicable  Launch  Periods  shall revert to the prices
         reflected  in the  table  above  for the  applicable  number  of Option
         Launches actually exercised.

4.5      All unexercised Option Launches shall expire on [***********].

4.6      The Launch Services prices set forth in Paragraphs 4.1 and 4.2 above
         include all taxes, duties and other levies imposed by the U. S.
         Government and/or any political subdivisions thereof, but exclude any
         taxes, duties, or other levies that may be imposed on
         PanAmSat-furnished Spacecraft, support equipment, or material used in
         the transportation of PanAmSat-furnished Spacecraft or support
         equipment[************************************************************
         **********************************************************************
         **********************************************************************
         **********************************************************************
         **********************************************************************
         ********************]  Any taxes,  duties, or levies imposed on any
         PanAmSat-furnished  Spacecraft,  support equipment,  or material used
         in the transportation of PanAmSat-furnished Spacecraft or support
         equipment, other than those taxes, duties and other levies that may be
         imposed on such Spacecraft,  support  equipment or material that Sea
         Launch has agreed in the first  sentence of this  Paragraph  4.6 to pay
         that  become  the  obligation  of Sea  Launch  to  pay,  shall  be
         reimbursed to Sea Launch by PanAmSat within thirty (30) days of receipt
         by  PanAmSat of Sea  Launch's  invoice  for  payment  with  appropriate
         documentation.

ARTICLE 5 -- PAYMENTS

5.1      PanAmSat shall pay the Contract Price in U.S. dollars as follows:

         5.1.1    PanAmSat shall make an initial payment of [***************] of
                  the  Contract  price for the firm  Galaxy  IIIC  Launch as set
                  forth in Article 4, Contract  Price, as adjusted by the number
                  of optional  launch  services  for which a deposit  payment is

                                      -10-

Use or disclosure of data contained on this sheet is subject to the restriction
on the title page of this Contract Document.

[***] Filed  separately  with the Commission  pursuant to a request for
Confidential Treatment.

<PAGE>
                       SEA LAUNCH AND PANAMSAT PROPRIETARY


                  made  by  PanAmSat.  PanAmSat  shall  also  pay a  [*********]
                  deposit  for  each  Option  Launch  reserved  at the  time  of
                  Contract award.  The sum of these two payment amounts shall be
                  due  within  thirty  (30)  days of the  effective  date of the
                  Contract.

         5.1.2    PanAmSat  shall  make  the  balance  of  the  payments  of the
                  Contract   price   for  the  firm   Galaxy   IIIC   Launch  in
                  [****************************************
                  **********************************************************]
                  and in accordance with the following payment schedule:

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

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

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

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

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

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

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

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

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

5.2      For payment  purposes under this Article 5, "L" is defined as the first
         calendar  day of the Launch  Schedule in effect at the time the payment
         is due,  determined in accordance with Article 6, Launch Schedule,  and
         taking into account,  in accordance with Paragraph 5.6,  adjustments to
         the Launch Schedule  resulting from  postponements  made by Sea Launch.
         Consistent  with  Paragraph 5.7,  Launch  Schedule for purposes of this
         paragraph 5.2 shall not be adjusted as a result of  postponements  made
         by PanAmSat.

5.3      Sea Launch  shall  submit  invoices  to  PanAmSat  thirty  (30) days in
         advance of the scheduled  payment due date. If a payment due date falls
         on a Saturday, Sunday, or legal bank holiday, such payment shall be due
         on the following business day.

5.4      Payment shall be made by electronic bank transfer,  free of charge,  to
         the payee,  in the amount  specified in the invoice and pursuant to the
         instructions contained in the invoice.  Payment shall be deemed to have
         been made when credit for the payable  amount has been  established  in
         the payee's designated bank account.

                                      -11-

Use or disclosure of data contained on this sheet is subject to the restriction
on the title page of this Contract Document.

[***] Filed  separately  with the Commission  pursuant to a request for
Confidential Treatment.
<PAGE>
                       SEA LAUNCH AND PANAMSAT PROPRIETARY


5.5      Any past due payments owed by PanAmSat shall bear interest until paid
         at a rate that is equal to [******************************************
         *****************][***************************************************
         **********************************]

5.6.     In the event of  postponements  requested  by Sea  Launch  pursuant  to
         Paragraph   7.3  of   Article   7,   Launch   Postponement,   including
         postponements requested by Sea Launch for excusable delays, the payment
         schedule shown in Paragraph  5.1.2 shall not be modified as to payments
         already  made and due,  but  shall be  modified  on a day for day basis
         consistent with the revised Launch Schedule for all remaining payments.

5.7      In the  event  of  postponements  requested  by  PanAmSat  pursuant  to
         Paragraph   7.2  of  Article   7,   Launch   Postponements,   including
         postponements  requested by PanAmSat for excusable delays,  the payment
         schedule shown in Paragraph 5.1.2 shall not be adjusted.

5.8      In the event  that one Party has not paid the  second  Party any amount
         that is due and payable to the second Party under this  Contract,  such
         second  Party shall have the right to set off such  amount  against any
         payment(s)  due and  payable or to become due and  payable to the first
         Party, provided, however, any amount being disputed under Article 20 of
         this Contract shall not be considered due and payable until the dispute
         is finally resolved.

5.9      No payment made under this Contract shall relieve Sea Launch of any of
         its obligations under this Contract.


ARTICLE 6 -- LAUNCH SCHEDULE

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

         Launch                             Launch Period
         ------                             -------------

         Galaxy IIIC                        May 2001
         Option Launch 1                    [*************]
         Option Launch 2                    [*************]
         Option Launch 3                    [*************]
         Option Launch 4                    [*************]

6.2      The Launch Slot shall be determined by mutual  agreement of the Parties
         at least [******]  [******]  prior to the first day of the  established
         Launch Period based on the  availability of Launch  Opportunities.  Sea
         Launch  shall  submit  a  proposed  Launch  Slot to  PanAmSat  at least
         [************] prior to the first day of the established Launch Period.

6.3      The Launch Day shall be determined  by mutual  agreement of the Parties
         at least [*******  *********] prior to the first day of the Launch Slot
         based on the  availability  of Launch

                                      -12-

Use or disclosure of data contained on this sheet is subject to the restriction
on the title page of this Contract Document.

[***] Filed  separately  with the Commission  pursuant to a request for
Confidential Treatment.

<PAGE>
                       SEA LAUNCH AND PANAMSAT PROPRIETARY


         Opportunities.  Sea Launch shall submit a proposed  Launch  Day to
         PanAmSat  at least  [**************] prior to the first day of the
         Launch Slot.

6.4      The Launch Window shall be determined by mutual agreement of the
         Parties no later than forty five (45) days prior to the Launch Day
         based on the availability of Launch Opportunities.

6.5      [******************]

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

         6.5.1    [************************************************************
                  ******************************************************]

                  6.5.1.1. [***************************************************
                  *************************************************************
                  *************************************************************
                  *************************************************************
                  **************]

         6.5.2.  [*************************************************************
         **********************************************************************
         **********************************************************************
         **********************]

         6.5.3.  [*************************************************************
         **********************************************************************
         **********************************************************************
         ******************************]



ARTICLE 7 -- LAUNCH POSTPONEMENTS

7.1      Either party shall have the right to postpone  the then current  Launch
         Schedule  in  accordance  with the  provisions  of this  Article 7. The
         postponing  Party  shall  provide  due notice to the other  Party.  For
         purposes of Paragraph 7.4 of this Article 7, Launch Postponements,  and
         Paragraphs 14.1.2 and 14.2.2 of Article 14, Termination,  the length of
         a postponement  will be measured from the then current Launch  Schedule
         at  the  time  of  postponement  to the  Launch  Schedule  proposed  in
         conjunction  with  the  initial  request  for a  change  to the  Launch
         Schedule.  For Purposes of Paragraph  7.5 of this Article 7, the length
         of  postponement  will be measured from the then current  Launch Day at
         the time of postponement to the Launch Day proposed in conjunction with
         the initial request for a

                                      -13-

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[***] Filed  separately  with the Commission  pursuant to a request for
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                       SEA LAUNCH AND PANAMSAT PROPRIETARY


         change to the Launch Day. Postponements under this Article 7 do not
         include excusable delays as defined under Article 8.

7.2      Postponements  requested  by  PanAmSat.  [*********]  prior to  Launch,
         PanAmSat,  by written notice to Sea Launch, may request a change to the
         Launch Schedule for any reason.  PanAmSat must request such a change as
         soon as PanAmSat  has reason to believe  that it will not  maintain the
         then  current  Launch  Schedule.  At the time of the  request  for such
         change,  PanAmSat shall propose a new Launch  Schedule that it is ready
         and  able to  maintain.  Within  thirty  (30)  days of the  receipt  of
         PanAmSat's  written  request for a Launch Schedule  change,  Sea Launch
         shall inform  PanAmSat in writing if a Launch  Opportunity is available
         as requested or shall propose an alternative  Launch  Schedule as close
         as  possible  to the  Launch  Schedule  requested  by  PanAmSat.  If an
         alternative Launch Schedule is proposed by Sea Launch,  PanAmSat shall,
         within  thirty (30) days of receipt of Sea  Launch's  proposal,  either
         accept the  alternative  Launch  Schedule  proposed by Sea  Launch,  or
         propose  another  Launch   Schedule. [*******************************
         *********************************************************************

         ******************************************************************]

         7.2.1    [************************************************************
                  *************************************************************
                  *************************************************************
                  *************************************************************
                  *************************************************************
                  ************************************************************]

7.3      Postponements by Sea Launch. [***********] prior to Launch, Sea Launch,
         by  written  notice to  PanAmSat,  may  request a change to the  Launch
         Schedule for any reason.  Sea Launch must request such a change as soon
         as Sea Launch has reason to believe  that it will not maintain the then
         current  Launch  Schedule.  At the time of the request for such change,
         Sea Launch  shall  propose a new Launch  Schedule  that it is ready and
         able  to  maintain.  Within  thirty  (30)  days of the  receipt  of Sea
         Launch's written request for a Launch Schedule  change,  PanAmSat shall
         inform Sea Launch in writing of its  acceptance  of the revised  Launch
         Schedule  proposed by Sea Launch or propose a different  revised Launch
         Schedule.

7.4      For  postponements  which  occur  after a Launch Day has been agreed in
         accordance with Article 6, Launch Schedule,  postponement fees shall be
         paid by the postponing Party as provided in this paragraph 7.4. [*****
         **********************************************************************
         **********************************************************************
         **********************************************************************
         **********************************************************************
         ********************************************************] Postponement
         fees shall be deemed as liquidated damages and not as a  penalty.
         Postponement  fees  shall  be the  sole  remedy available  to the
         Parties for any and all  impacts  associated  with a postponement  or
         cumulative   postponement  of  the  Launch  Day  that [***************
         **************************] No Launch postponement fees


                                      -14-

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Confidential Treatment.
<PAGE>

                       SEA LAUNCH AND PANAMSAT PROPRIETARY


         will be assessed for  excusable  delays as defined  under  Article 8 of
         this Contract [*******************************************************
         *********]

7.5      In the event of a Launch delay, the schedule for payments of the
         Contract price shall be determined in accordance with Article 5,
         Payments.


ARTICLE 8 -- EXCUSABLE DELAYS

8.1      Neither Party shall be held  responsible  for delays in the performance
         of its  obligations  caused by excusable  delay,  and the date on which
         those  obligations are to be fulfilled shall be extended for the period
         of time caused by the delay.  For purposes of this Contract,  excusable
         delay  shall  include,  but is not  limited  to:  acts of  God;  fires;
         interruptions of essential  services such as electricity,  natural gas,
         fuels and water;  adverse  weather or launch safety  conditions that do
         not permit Launch,  any condition  which  jeopardizes the safety of the
         employees  of Sea  Launch or  PanAmSat  or their  subcontractors;  acts
         (including delay or failure to act) of any  governmental  authority (de
         jure or de facto)  (provided  that the Party claiming  excusable  delay
         shall have exercised its reasonable  best efforts to obtain in a timely
         manner and  thereafter  maintain,  and shall have complied in all other
         respects with its obligations  hereunder regarding,  required licenses,
         approvals or other  authorizations  from any  governmental  authority),
         embargoes,  strikes or labor stoppages;  wars; riots; revolutions,  and
         hijacking, which is beyond the reasonable control of the Party claiming
         excuse,  including  any such event  affecting a  subcontractor  of said
         Party.  Each party shall promptly notify the other Party of a potential
         excusable delay event.

8.2      The  inability  of Sea  Launch to  perform  due to any  export  control
         restrictions  or delays  caused by or arising from  assignment  of this
         Contract in whole or in part by  PanAmSat  pursuant to Article 19 shall
         be an excusable delay event, provided that Sea Launch has complied with
         its obligations under Paragraph 11.3.

ARTICLE 9 -- OBLIGATIONS BEFORE and AFTER LAUNCH

9.1      Each Party  shall  provide to the other  Party the data,  hardware  and
         services identified in the Statement of Work according to the schedules
         provided therein. The data, hardware and services will be received in a
         condition   suitable   for  their   intended  use  as  defined  by  the
         requirements  of the  Statement  of Work.  In the event  that the data,
         hardware or services  are not received  according to their  schedule or
         requirements, and the non-availability will affect the Launch Schedule,
         the following procedure shall apply.

9.2      The Party  receiving  or  failing  to  receive  the data,  hardware  or
         services shall promptly provide written notification to the other Party
         of the non-availability of the data, hardware or services,  including a
         statement  of the  discrepancy  and  recommended  solutions.  The Party
         receiving the notification shall provide written direction to the other
         Party on how to proceed,

                                      -15-

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[***] Filed  separately  with the Commission  pursuant to a request for
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<PAGE>
                       SEA LAUNCH AND PANAMSAT PROPRIETARY


         considering the  recommendations of the other Party, within seven (7)
         days of the receipt of notice.

9.3      The Party  receiving  or  failing  to  receive  the data,  hardware  or
         services shall use its best efforts to continue its  obligations  under
         the Contract  without  affecting the Launch  Schedule.  If, despite the
         best efforts of the receiving Party, the Launch Schedule is affected as
         a result of the failure of one Party to deliver  the data,  hardware or
         services  in  accordance  with  the  schedule  or  requirements  of the
         Statement  of Work,  a launch  postponement  shall be  declared  by the
         receiving  Party and such delay shall be  considered  a delay under the
         appropriate  provisions of Article 7, by the Party providing or failing
         to provide the data, hardware or services.

9.4      The  Parties  recognize  that Sea  Launch  has no  ability to alter the
         performance  or in any way to correct any defect in the Launch  Vehicle
         after Launch. An agreement by PanAmSat to conduct the Launch,  given at
         the  final  Launch  readiness  review,  shall  constitute  a waiver  by
         PanAmSat of any claim that the Launch Vehicle or Launch Services do not
         meet the  requirements  of the  Statement  of Work,  or that the Launch
         Vehicle  or  Launch  Services  are not  otherwise  suitable  for  their
         intended purpose. Except for Postlaunch Services, the sole liability or
         obligation  of Sea Launch for  performance  subsequent  to Launch is to
         provide a reflight or refund in accordance  with Article 12, Option for
         Reflight or Refund, if such election has been made by PanAmSat prior to
         Launch,  or to provide a replacement  Launch in accordance with Article
         13, Replacement Launch. [*********************************************
         ************************************************************]


ARTICLE 10 -- COMMUNICATION and COORDINATION BETWEEN SEA LAUNCH and PANAMSAT

10.1     All  notices  and  communications   between  the  Parties  relating  to
         financial,  contractual or administrative  matters of the Contract that
         are  required or  permitted  under the  Contract,  in order to be given
         effect,  shall be in writing and shall be deemed  received  upon actual
         receipt when  delivered in person or by  reputable  overnight  delivery
         service  or  upon   acknowledgement   of  receipt   (electronically  or
         otherwise)  if sent by facsimile  (or, if  acknowledged  electronically
         after normal business hours, then upon the next succeeding commencement
         of normal business hours), addressed as listed below.

Notices to Sea Launch:              Sea Launch Company, LDC
                                    Windward I, Safehaven Corporate Center,
                                    West Bay Road
                                    P.O. Box 10168 APO
                                    Grand Cayman
                                    Cayman Islands, British West Indies

                                    Fax (345) 945-8388
                                    Attention:   W. C. White
                                                 Director of Contracts

                                      -16-

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[***] Filed  separately  with the Commission  pursuant to a request for
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<PAGE>

                       SEA LAUNCH AND PANAMSAT PROPRIETARY



Notices to PanAmSat:                PanAmSat Corporation
                                    1500 Hughes Way
                                    Long Beach, California  90810
                                    Fax (310) 525-5806
                                    Attention:   Associate General Counsel

With a copy to:                     PanAmSat Corporation
                                    One Pickwick Plaza
                                    Greenwich, CT  06830
                                    Fax (203) 861-8677
                                    Attention:   James B. Frownfelter
                                                 Vice President, Space Systems

10.2     Each  Party  shall  designate  a Mission  Manager no later than one (1)
         month after the effective date of the Contract. The task of the Mission
         Managers   shall  be  to  supervise  and   coordinate   the  respective
         responsibilities   of  the  Parties.   The  Mission  Managers  are  not
         authorized to direct work contrary to the  requirements of the Contract
         or to make  modifications  to the Contract.  Each Party may replace its
         Mission Manager  provided the other Party has received  notification in
         writing of such action. Sea Launch shall appoint as its Mission Manager
         a "U.S.  Person"  (as such  term is  defined  by 22  C.F.R.  ss.120.15)
         employed by Boeing Commercial Space Company. Subject to Paragraph 11.1,
         PanAmSat shall deliver,  or cause the manufacturer of the Spacecraft to
         deliver,  all  technical  information  and  data  required  under  this
         Contract to such Mission Manager appointed by Sea Launch.

10.3     All  documentation,  notices,  reports  and  correspondence  under  the
         Contract shall be submitted and maintained in the English language. All
         communication  at the Home Port and Launch Base between the Parties and
         with Related  Third Parties and between the personnel of the Parties or
         Related Third Parties shall be in English.  The Parties shall  mutually
         agree upon standards for transliteration and translation of non-English
         information.

ARTICLE 11 -- PERMITS AND APPROVALS

11.1     Sea Launch shall be responsible  for obtaining and maintaining all U.S.
         governmental  licenses or authorizations  necessary for the performance
         of the Launch  Services,  except that PanAmSat shall be responsible for
         obtaining:  (1) any license required for radio  telecommunication  with
         the  Spacecraft  after  separation  from the Launch Vehicle and (2) any
         license or approval  required  between PanAmSat and a foreign entity in
         the event that PanAmSat  chooses to procure a Spacecraft from a foreign
         manufacturer for an Option Launch,  including any agreement or approval
         necessary to authorize the re-transfer of foreign-origin technical data
         related to the  Spacecraft  to Boeing  Commercial  Space Company or Sea
         Launch. PanAmSat also shall be responsible to obtain or ensure that its

                                      -17-

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                       SEA LAUNCH AND PANAMSAT PROPRIETARY


         Spacecraft   manufacturer  has  obtained  all  necessary  licenses  and
         approvals  required to import the Spacecraft into the United States, if
         necessary,   or  export   the   Spacecraft   to  support  a  Launch  in
         international  waters.  It is  understood  between the Parties  that no
         license or  approval is required  for  PanAmSat to provide  U.S.-origin
         technical data and assistance  related to the Spacecraft as required by
         the Statement of Work or ICD to Boeing  Commercial  Space  Company,  as
         Mission  Manager for Sea Launch under Paragraph 10.2. Each Party agrees
         to assist and  support the other  Party to the extent  practicable,  in
         obtaining such licenses, permits, approvals, and authorizations.

11.2     US GOVERNMENT  EXPORT CONTROL:  All  requirements or obligations of Sea
         Launch  and  PanAmSat  under  this  Contract  to  provide  information,
         documentation,  or other  materials,  or to  respond  to  questions  or
         requests  for  information  may be subject to US export  control  laws,
         regulations  and policies  and US  Government  approvals.  Inability of
         either Party to obtain such approvals, or delays in the timely delivery
         of any data or  information  required under this Contract due to the US
         Government  approval  process,  shall not affect either  Party's rights
         under this Contract, provided, in the case of a Party that is unable to
         obtain  such an  approval,  that  such  Party  has  complied  with  its
         obligations under Paragraph 11.3.

11.3     Both Parties warrant that they will exercise reasonable best efforts to
         obtain and maintain  thereafter  all  necessary  licenses/approvals  in
         order to  comply  with all  requirements  and  obligations  under  this
         Contract  to provide  such  information  or  materials  and  respond to
         questions or requests for information

ARTICLE 12 -- OPTION FOR REFLIGHT OR REFUND

12.1     The Launch  Service Price provides for one Launch and does not obligate
         Sea Launch to provide a reflight or refund in the event that the Launch
         is a Total  Failure,  Constructive  Total  Failure or Partial  Failure.
         However,  up to  [**********]  prior  to the  established  Launch  Day,
         PanAmSat may, by written  notice to Sea Launch,  elect to purchase from
         or through Sea Launch  reflight or refund  insurance  coverage  for any
         Launch to be provided by Sea Launch.  The  reflight or refund  coverage
         applies  only to the Launch for which such  coverage  is elected and is
         not transferable to any other Launch.  Reflight  coverage is applicable
         to a Total Failure or a Constructive Total Failure; [*****************
         **********************************************************] refund
         coverage is applicable to a Total Failure, Constructive Total Failure,
         or a Partial Failure.

12.2     The following conditions will apply to the election of reflight or
         refund coverage:

         12.2.1   Rates for such coverage are [*****] of the Contract Price
                  provided for in Article 4 for reflight and [*****] of the
                  Contract Price provided for in Article 4 for refund.

                  12.2.1.1   PanAmSat  may  exercise  the option for reflight or
                             refund  coverage,   at  the  firm  rate  stated  in
                             Paragraph  12.2.1,  by providing  written notice to
                             Sea  Launch no later than  [************]  prior to
                             the  established  Launch

                                      -18-

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[***] Filed  separately  with the Commission  pursuant to a request for
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<PAGE>
                       SEA LAUNCH AND PANAMSAT PROPRIETARY


                             Day.  PanAmSat  is  not required  to pay Sea Launch
                             for  reflight or refund insurance until PanAmSat
                             exercises this insurance option in accordance with
                             the terms of this Article.

                  12.2.1.2   Upon  receipt by Sea Launch of written  notice from
                             PanAmSat of its exercise of the  optional  reflight
                             or  refund  coverage,  Sea  Launch  shall  submit a
                             separate  invoice  to  PanAmSat  for the  insurance
                             premium   which   shall  be  due  and   payable  in
                             accordance with Article 5, Payments, Paragraph 5.3;
                             provided that PanAmSat shall be required to pay Sea
                             Launch no earlier  than Sea Launch is  required  to
                             pay the premium for such coverage to its insurers.

         12.2.2   If the reflight or refund coverage is exercised and the Launch
                  is declared a Total Failure or Constructive Total Failure, Sea
                  Launch shall provide to PanAmSat either: (i) one (1) reflight,
                  if PanAmSat elected reflight coverage, or (ii) a refund of the
                  full price of the  Launch  set forth in  Article  4,  Contract
                  Price, if PanAmSat elected refund  coverage.  If the Launch is
                  declared  a Partial  Failure,  Sea  Launch  shall  provide  to
                  PanAmSat            [*****************************************
                  ********************]  a  refund  based  on the  Loss  Formula
                  multiplied by the refund  amount,  if PanAmSat  elected refund
                  coverage.

         12.2.3   Sea Launch shall provide a reflight [*********************] of
                  the  receipt  by  Sea  Launch  of  PanAmSat's  request  for  a
                  reflight,  subject  to  Paragraph  12.2.5 in the case of a New
                  Spacecraft  Type.  The Parties will  negotiate in good faith a
                  mutually acceptable Launch Period for the reflight.

         12.2.4   The reflight, if requested,  will be governed by the terms and
                  conditions of the Contract, except that the provisions of this
                  Article,  Article 4, Contract  Price,  and Article 5, Payment,
                  will not apply.

         12.2.5   Spacecraft selected by PanAmSat for the reflight shall be a
                  Prior Spacecraft Type; provided,  however, that PanAmSat shall
                  pay Sea Launch its actual and  reasonable  costs of performing
                  any mission  analysis  materially  different from that for the
                  failed  Spacecraft,  [******************];  provided  further,
                  that PanAmSat  shall be entitled to designate a New Spacecraft
                  Type for a reflight,  in which event (i) PanAmSat shall pay to
                  Sea Launch its actual and  reasonable  costs for interface and
                  integration of such New Spacecraft Type and the Launch Vehicle
                  and (ii) the Parties  shall  negotiate  in good faith a Launch
                  Schedule for such reflight due to additional time required for
                  such interface and  integration  work. Any amounts  payable by
                  PanAmSat under this Paragraph  12.2.5 shall be due and payable
                  pro rata in accordance with the payment  schedule in Paragraph
                  5.1.2.

         12.2.6   Coverage  for either  reflight  or refund  shall  attach  upon
                  Launch  and will  terminate  upon  either a Total  Failure  or
                  separation of the Spacecraft from the Launch  Vehicle.  Damage
                  to the  Spacecraft  caused  by the  Launch  Vehicle  following
                  separation   shall  be  deemed  to  have  occurred   prior  to
                  separation.

                                      -19-

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                   SEA LAUNCH AND PANAMSAT PROPRIETARY


         12.2.7   PanAmSat will at all times act with due diligence and take all
                  actions practical and reasonable to avoid or minimize any loss
                  or  degradation  of  lifetime or  operational  capacity of the
                  Spacecraft.

         12.2.8   PanAmSat  shall  respond to any and all written  inquiries and
                  requests by Sea Launch for information  relating to Spacecraft
                  design,  testing,  or quality  control.  Prior to the  Launch,
                  PanAmSat shall provide to Sea Launch all material information,
                  including  but  not  limited  to  Spacecraft   specifications,
                  operating conditions,  and performance parameters.  If, at any
                  time  before  Launch,  a  corporate  officer  of  PanAmSat  or
                  PanAmSat's Program Manager become aware of any changes thereto
                  made after award of the Contract that could materially  affect
                  the risk of Total  Failure,  Constructive  Total  Failure,  or
                  Partial Failure;  PanAmSat shall promptly notify Sea Launch of
                  such change.  Upon  receipt of such  notice,  Sea Launch shall
                  have the right to review  all of the terms and  conditions  of
                  this  Article  with  PanAmSat,  and to the extent the  Parties
                  mutually  agree in good  faith  that the  change  results in a
                  material change in risk of Total Failure,  Constructive  Total
                  Failure or Partial Failure,  to renegotiate the affected terms
                  of this Article.

         12.2.9   In the event that PanAmSat  believes that the  Spacecraft  has
                  been  destroyed,  disabled,  or impaired so as to constitute a
                  Total Failure,  Constructive Total Failure, or Partial Failure
                  and   that   it   is    entitled   to   either   a   reflight,
                  [*****************] or refund,  PanAmSat shall provide written
                  notice  to Sea  Launch  as soon as  possible,  and in no event
                  later than thirty (30) days after PanAmSat has become aware of
                  such occurrence. Notwithstanding the foregoing, PanAmSat shall
                  submit a sworn  proof  of loss or  impairment  no  later  than
                  one-hundred-and-eighty  (180) days  following  the Launch.  If
                  PanAmSat  does not  provide Sea Launch with such proof of loss
                  or  impairment  within one  hundred  and eighty  (180) days of
                  Launch,  Sea  Launch  has no  further  obligation  under  this
                  Article  12.   Refunds   will  be  paid  in  U.  S.   currency
                  seventy-five (75) days after the proof of loss has been agreed
                  to by the Sea Launch  Insurers.  Sea Launch  Insurers shall be
                  required  to  respond  within  thirty  (30) days of receipt of
                  proof of loss.

         12.2.10  In the event that a reflight,  [*******************] or refund
                  is provided  to PanAmSat  and due to  subsequent  events,  the
                  anticipated   degradation   of  the  lifetime  or  operational
                  capacity of the Spacecraft is reduced or eliminated,  PanAmSat
                  will  return to Sea  Launch an  amount  equal to the  reflight
                  amount  [***   *****************************]  or  the  Launch
                  Service Price for the failed Launch,  or the amount equal to a
                  proportional  refund.  Reasonable sums expended by PanAmSat to
                  reduce  the loss  shall be  deducted  from  the  amount  to be
                  returned to Sea Launch.

         12.2.11  In the event the  Launch is  declared  a Total  Failure,  or a
                  Constructive  Total  Failure,  and a  reflight  or  refund  is
                  provided by Sea Launch,  Sea Launch shall be entitled to share
                  in any proceeds  realized  from the  operation of the impaired
                  Spacecraft or of any salvage  value from the  Spacecraft up to
                  the amount of the reflight or refund.  In the event the Launch
                  is declared a Partial Failure and a [*****************] refund
                  is  provided by Sea  Launch,  Sea Launch  shall be entitled to
                  share  in any  proceeds  from  the  portion  of  the  affected
                  Spacecraft  for which  such  [*******

                                      -20-

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                   SEA LAUNCH AND PANAMSAT PROPRIETARY


                  **********] refund was  provided.  Sea  Launch's  share  of
                  proceeds  under this  Paragraph  12.2.11  shall be  determined
                  after good faith negotiations between the Parties and shall be
                  capped at the amount of such reflight, [******************] or
                  refund.

12.3     This reflight/refund coverage does not apply to loss or damage caused
         by or resulting from:

         12.3.1   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: (i) any government
                  or sovereign  power (de jure or de facto);  (ii) any authority
                  maintaining or using a military,  naval, or air force; (iii) a
                  military,  naval,  or air  force;  (iv) any  agent or any such
                  government, power authority or force.

         12.3.2   Any  anti-satellite  device,  or  device  employing  atomic or
                  nuclear  fission and/or fusion,  or device  employing laser or
                  directed energy beams.

         12.3.3   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.

         12.3.4   Confiscation  by  order  of  any  government  or  governmental
                  authority or agent  (whether  secret or  otherwise)  or public
                  authority.

         12.3.5   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.

         12.3.6   Willful or intentional acts of PanAmSat  personnel (except for
                  the Range Safety  Officer  acting  within the limits of his or
                  her  responsibility)  designed  to cause  loss or failure of a
                  Launch;  however, this exclusion shall not apply to actions of
                  any  PanAmSat  employee  while  acting  outside  of his or her
                  authorized responsibilities.

12.4     The determination of whether a Total Failure, a Constructive Total
         Failure, or a Partial Failure has occurred shall rest with the failure
         review board.

         12.4.1   The failure review board shall consist of people  appointed by
                  Sea Launch who have sufficient  technical  expertise to assess
                  the  alleged   failure  and  its  cause.   PanAmSat  may  have
                  representation on the failure review board [*****************
                  *************************************************]

12.5.    The  remedies  set forth in this  Article  12,  and in  Article  13, if
         applicable,  shall  constitute  the  sole  and  exclusive  remedies  of
         PanAmSat for Total  Failure,  Constructive  Total  Failure,  or Partial
         Failure.

                                      -21-

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<PAGE>

                   SEA LAUNCH AND PANAMSAT PROPRIETARY


ARTICLE 13 -- REPLACEMENT LAUNCH

13.1     PanAmSat may request a replacement launch in the event of a Total
         Failure, Constructive Total Failure or Partial Failure.


13.2     A request by PanAmSat for a replacement  launch shall be in writing and
         received   by   Sea   Launch   [************************]  after  the
         determination  of a Total  Failure,  Constructive  Total Failure or
         Partial  Failure.  The request shall indicate the Launch Period desired
         for the replacement launch.

13.3     Sea Launch shall inform PanAmSat,  after receipt of PanAmSat's request,
         if a Launch  Opportunity  exists as requested.  If a Launch Opportunity
         does not exist as requested, the Parties will negotiate in good faith a
         mutually   acceptable  Launch  Period.   Sea  Launch  shall  provide  a
         replacement  launch  within   [****************]   of  the  receipt  of
         PanAmSat's  written  request  for  a  replacement  launch,  subject  to
         Paragraph 13.5 in the case of a New Spacecraft Type.

13.4     Any agreement  reached by the Parties on a replacement  launch shall be
         in writing. The replacement launch shall be provided in accordance with
         the terms and conditions of the Contract.

13.5     The Spacecraft selected by PanAmSat for the replacement launch shall be
         a Prior Spacecraft Type; provided,  however, that PanAmSat shall pay to
         Sea Launch its actual and  reasonable  costs of performing  any mission
         analysis  materially  different  from that for the  failed  Spacecraft,
         [*******************]   provided,   further,  that  PanAmSat  shall  be
         entitled to designate a New Spacecraft  Type for a replacement  launch,
         in which  event (i)  PanAmSat  shall pay to Sea  Launch  its actual and
         reasonable  costs for interface and  integration of such New Spacecraft
         Type and the Launch  Vehicle,  and (ii) the Parties shall  negotiate in
         good  faith a  Launch  Schedule  for  such  replacement  launch  due to
         additional time required for such interface and  integration  work. Any
         amounts  payable by PanAmSat under this Paragraph 13.5 shall be due and
         payable  pro rata in  accordance  with the  payment  schedule  for such
         replacement launch.

13.6     PanAmSat shall pay Sea Launch the same price for the replacement launch
         as paid for the Launch  declared a Total  Failure,  Constructive  Total
         Failure  or  Partial  Failure,  subject  to  escalation  at a  rate  of
         [***********************]  calculated  from the first day of the Launch
         Period  established  at the time of Contract  award to the first day of
         the  Launch  Period  agreed  upon by the  Parties  in  accordance  with
         Paragraph 13.3. [*****************************************************
         **********************************************************************
         ******************************************************************]

13.7     Payment  for the  replacement  launch  shall  be made  by  PanAmSat  in
         accordance with the payment  schedule set forth in Article 5, Payments.
         The  initial  payment  shall  be made by  PanAmSat  at the  time of the
         written  agreement on the Launch  Period of the  replacement  launch in
         accordance  with Paragraph  13.3. The initial payment shall include all
         sums necessary to make the payments current.

                                      -22-

Use or disclosure of data contained on this sheet is subject to the restriction
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[***] Filed  separately  with the Commission  pursuant to a request for
Confidential Treatment.

<PAGE>

                   SEA LAUNCH AND PANAMSAT PROPRIETARY


13.8.    The  remedies  set forth in this  Article  13,  and in  Article  12, if
         applicable,  shall  constitute  the  sole  and  exclusive  remedies  of
         PanAmSat for Total  Failure,  Constructive  Total  Failure,  or Partial
         Failure.

ARTICLE 14 -- TERMINATION

14.1     Termination by PanAmSat

         14.1.1  PanAmSat,  for  its  convenience,  may  terminate  the
                  Contract or any Launch under the Contract at any time prior to
                  Launch by written notice to Sea Launch. In the event of such a
                  termination,  Sea Launch  shall be  entitled  to retain,  as a
                  termination  charge and not as a penalty, [******************
                  *************************************************************
                  *********** Within thirty (30) days of the date of the
                  termination, Sea Launch shall refund to PanAmSat the balance
                  of all payments made for the Launch terminated in excess of
                  the termination charge.

         14.1.2   PanAmSat,   by  proper  written  notice  to  Sea  Launch,  may
                  terminate a Launch for cause if Sea Launch,  for reasons other
                  than excusable delay or PanAmSat's  changes or  postponements,
                  has  delayed  or   postponed  a  given  Launch  by  more  than
                  [*************].  PanAmSat's  right to  terminate  under  this
                  paragraph is conditioned upon receipt of written  notification
                  from  Sea  Launch  of  a  Launch  postponement  or  cumulative
                  postponements  for any given Launch exceeding [**********] or
                  upon the  occurrence of a Launch delay or delays by Sea Launch
                  which exceed  [*********] Upon such termination for cause, Sea
                  Launch  shall  refund to  PanAmSat  all  payments  theretofore
                  received by Sea Launch for the terminated  Launch, and pay any
                  unpaid postponement fees assessed in accordance with Paragraph
                  7.4. Only the Launch delayed or postponed by Sea Launch may be
                  terminated by PanAmSat under this paragraph.

         14.1.3   If  PanAmSat  brings any claim for  material  breach  prior to
                  Launch, other than for a Launch delay, the exclusive remedy of
                  PanAmSat shall be termination of the Contract and refund of an
                  amount up to the total of all  payments  made for every Launch
                  subject to termination.

         14.1.4   The  exclusive  rights and remedies of PanAmSat  subsequent to
                  Launch are limited to a reflight or a refund if such  coverage
                  has been elected in  accordance  with  Article 12,  Option for
                  Reflight or Refund, or a replacement launch in accordance with
                  Article 13, Replacement Launch.

         14.1.5   The rights and remedies of PanAmSat  provided in this Contract
                  shall be the exclusive  remedies of PanAmSat in the event of a
                  delay, default or breach by Sea Launch of this Contract.

14.2     Termination by Sea Launch

                                      -23-

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                   SEA LAUNCH AND PANAMSAT PROPRIETARY


         14.2.1   Sea Launch may  terminate  a Launch  Service in the event that
                  PanAmSat   fails  to  comply  with  the  payment   obligations
                  specified  in  Article  5,  Payments.  In no event  shall  the
                  effective  date  of  termination  by  Sea  Launch  under  this
                  Paragraph  be earlier  than sixty (60) days after the due date
                  of any  payment  made;  provided,  however,  that  the  Launch
                  Service  shall not be  terminated  in the event that  PanAmSat
                  makes  payment  in full to Sea  Launch  (or,  in the  event of
                  disputed  amounts,  into escrow in accordance  with  Paragraph
                  20.2) of such past due amounts prior to the effective  date of
                  termination.  Only the Launch  Service for which  payments are
                  delinquent  may be  terminated  under this  Paragraph.  In the
                  event of such termination,  Sea Launch shall retain or receive
                  as   a   termination    charge   and   not   as   a   penalty,
                  [************************************************************
                  *********************************************]  Within  thirty
                  (30)  days of the date of the  termination,  Sea  Launch  will
                  refund to PanAmSat  the balance of all  payments  made for the
                  Launch terminated in excess of the termination charge.

         14.2.2   Sea  Launch,  by  proper  written  notice  to  PanAmSat,   may
                  terminate a Launch for cause if  PanAmSat,  for reasons  other
                  than Launch Schedule or Payload changes under  Paragraphs 14.5
                  and  14.6,   excusable  delay  or  Sea  Launch's   changes  or
                  postponements,   has  delayed  or  postponed  a  given  Launch
                  pursuant  to  Paragraph  7.2 by more  than  [***********]  Sea
                  Launch's   right  to   terminate   under  this   paragraph  is
                  conditioned upon receipt of written notification from PanAmSat
                  of a Launch  postponement or cumulative  postponements for any
                  given   Launch    pursuant   to   Paragraph    7.2   exceeding
                  [***************], or upon the occurrence of a Launch delay or
                  delays by PanAmSat  pursuant  to  Paragraph  7.2 which  exceed
                  [***************]  In the event of such termination for cause,
                  Sea Launch shall be  entitled  to retain,  as a  termination
                  charge and not as a penalty, [*******************************
                  *************************************************************
                  *****************************************] Only the Launch
                  delayed or postponed may be terminated under this Paragraph.

14.3     Any  termination  for  default  or breach  under this  Article  must be
         preceded by thirty (30) days written  notification  that  specifies the
         default  or breach and the  intent to  terminate  in the event that the
         default or breach is not or cannot be cured within  thirty (30) days of
         such notice.

14.4     Both Parties agree that the settlement  terms specified in this Article
         represent fair compensation for both Parties,  and shall constitute the
         exclusive rights and remedies  available to the Parties in the event of
         termination by either Party.

14.5     [*********************************************************************
         *********]

         14.5.1   [************************************************************
                  *************************************************************
                  **********************************************************]

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                   SEA LAUNCH AND PANAMSAT PROPRIETARY


         14.5.2   [************************************************************
                  *************************************************************
                  *************************************************************
                  *************************************************************
                  *************************************************************
                  *************************************************************
                  *************************************************************
                  *************************************************************
                  *************************************************************
                  *************************************************************
                  ***********************************]

         14.5.3   [************************************************************
                  *************************************************************
                  *************************************************************
                  *************************************************************
                  *************************************************************
                  ***************]

14.6     [*****************************************************]

         14.6.1   [************************************************************
                  *************************************************************
                  *************************************************************
                  *************************************************************
                  *************************************************************
                  *************************************************************
                  *************************************************************
                  *************************************************************
                  *************************************************************
                  ********************]

         14.6.2   [************************************************************
                  *************************************************************
                  *************************************************************
                  *************************************************************
                  *************]


ARTICLE 15 -- RISK ALLOCATION

15.1     Waiver of Liability

         15.1.1   Sea Launch and PanAmSat agree to a reciprocal waiver of
                  liability pursuant to which each Party agrees not to bring a
                  claim in arbitration or otherwise or to sue the other Party
                  or Related Third Parties of the other Party, for any property
                  damage

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                   SEA LAUNCH AND PANAMSAT PROPRIETARY


                  or loss it sustains or for any  personal  injury to, death of,
                  or property  damage or loss sustained by any of its employees,
                  directors,  officers  and  agents,  arising  in any  manner in
                  connection with the  performance of or activities  carried out
                  pursuant to the Contract, or other activities on or around the
                  Home Port or Launch Base, or the operation or  performance  of
                  the Launch Vehicle or the Spacecraft. Such waiver of liability
                  shall also  extend to any  indirect,  special,  incidental  or
                  consequential damages or loss of revenue or business injury or
                  loss resulting from any delay in the Launch  Schedule,  damage
                  to the Spacecraft  before or after Launch, or from the failure
                  of the  Spacecraft  to reach its  planned  orbit or to operate
                  properly.

         15.1.2   Each Party  agrees to waive  claims  against  the other  Party
                  regardless of whether the loss,  damage, or injury arises from
                  the acts or  omissions,  of either Party or its Related  Third
                  Parties.  Except as provided in Paragraph 15.1.5,  this waiver
                  shall extend to all theories of recovery  including  claims in
                  contract for property loss or damage, tort, negligence, strict
                  liability or product liability.

         15.1.3   Sea  Launch  and  PanAmSat  shall  each  extend the waiver and
                  release  of claims of  liability  as  provided  in  Paragraphs
                  15.1.1 and 15.1.2 to its  Related  Third  Parties  (other than
                  employees,  officers or directors) by requiring  them to waive
                  and release all claims of liability  they may have against the
                  other Party and the Related Third Parties of the other Party.

         15.1.4   The waiver and  release  by each Party and its  Related  Third
                  Parties  of claims  against  the other  Party and the  Related
                  Third Parties of the other Party extend to the  successors and
                  assigns, whether by subrogation or otherwise, of the Party and
                  its Related Third Parties. Each Party shall obtain a waiver of
                  subrogation  and release of any right of recovery  against the
                  other Party and its  Related  Third  Parties  from any insurer
                  providing  coverage  for the risks of loss for which the Party
                  hereby waives claims of liability  against the other Party and
                  its Related Third Parties.

         15.1.5   Notwithstanding  anything herein to the contrary,  the waivers
                  of liability in this Article  shall not act to waive any claim
                  for liability based on gross negligence or willful  misconduct
                  of a Party.

15.2     Indemnification -Property Loss and Damage and Bodily Injury

         15.2.1   To  the  extent  that  such  liability  is not  covered  by an
                  insurance policy of either Party, each Party agrees to defend,
                  hold  harmless and  indemnify  the other Party and its Related
                  Third  Parties,  for  any  liabilities,   costs  and  expenses
                  (including  attorneys' fees, cost and expenses),  arising as a
                  result of claims  brought  by  Related  Third  Parties  of the
                  indemnifying  Party,  for property  loss or damage,  or bodily
                  injury,  including  death,  sustained  by such  Related  Third
                  Parties,   arising  in  any  manner  in  connection  with  the
                  performance  of or  activities  carried  out  pursuant  to the
                  Contract,  or other  activities  on or around the Home Port or
                  Launch Base,  or the

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                   SEA LAUNCH AND PANAMSAT PROPRIETARY


                  operation  or   performance  of  the  Launch  Vehicle  or  the
                  Spacecraft. Such indemnification shall extend to any indirect,
                  special, incidental or consequential damage or loss of revenue
                  or  business  injury or loss  resulting  from any delay in the
                  Launch  Schedule,  damage  to the  Spacecraft  before or after
                  Launch,  or from the  failure of the  Spacecraft  to reach its
                  planned orbit or to operate properly.

         15.2.2   To the extent that such claims of liability are not covered by
                  insurance  of either  Party,  Sea Launch  shall  defend,  hold
                  harmless and indemnify  PanAmSat and its Related Third Parties
                  for any and all claims of Third Parties,  for property loss or
                  damage,  or bodily  injury,  including  death,  arising in any
                  manner  from  the  operation  or  performance  of  the  Launch
                  Vehicle.

         15.2.3   To the extent that such claims of liability are not covered by
                  insurance  of  either  Party,   PanAmSat  shall  defend,  hold
                  harmless  and  indemnify  Sea  Launch  and its  Related  Third
                  Parties for any and all claims of Third Parties,  for property
                  loss or damage, or bodily injury,  including death, arising in
                  any manner from the operation or performance of the Spacecraft
                  or from any claim for indirect damages,  consequential damages
                  or other loss of revenue or business  injury or loss resulting
                  from any loss of or damage to the  Spacecraft  before or after
                  Launch,  or from the  failure of the  Spacecraft  to reach its
                  planned orbit or operate properly.

         15.2.4   Notwithstanding Paragraphs 15.2.2 and 15.2.3 above, Sea Launch
                  shall not be obligated to defend,  hold  harmless or indemnify
                  PanAmSat  for  any  claim  brought  by a Third  Party  against
                  PanAmSat   resulting  from  any  damage  to  or  loss  of  the
                  Spacecraft,  whether  sustained  before or after  Launch,  and
                  whether due to the operation, performance,  non-performance or
                  failure  of the  Launch  Vehicle  or due to any other  causes.
                  PanAmSat shall defend,  hold harmless and indemnify Sea Launch
                  for any claims brought by Third Parties against Sea Launch for
                  damage to or loss of the Spacecraft,  whether sustained before
                  or after Launch, or whether due to the operation, performance,
                  non-performance  or failure of the Launch  Vehicle,  or due to
                  other causes.

         15.2.5   The indemnification provided by this Article for property loss
                  or damage,  or bodily injury,  extends to all damage or injury
                  regardless of whether such loss,  damage or injury arises from
                  the  acts  or  omissions,  whether  due to  simple  negligence
                  (active or passive) or otherwise, but expressly excludes gross
                  negligence  and  willful  misconduct,  of either  Party or the
                  Related Third Parties of either Party.

         15.2.6   The  right  of  either  Party  or  Related  Third  Parties  to
                  indemnification   under  this   Article  is  not   subject  to
                  subrogation  or assignment  and the obligation of either Party
                  set forth herein to indemnify the other Party or Related Third
                  Parties  extends  only to that  Party or those  Related  Third
                  Parties  and not to  others  who  may  claim  through  them by
                  subrogation or assignment.

15.3     Indemnification by the United States Government

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                   SEA LAUNCH AND PANAMSAT PROPRIETARY


         15.3.1   The Parties  recognize that under the Commercial  Space Launch
                  Act  Amendments  of 1988,  and  subject  thereto,  that to the
                  extent  provided  in advance in  appropriation  Acts or to the
                  extent there is enacted  additional  legislative  authority to
                  provide  for  the  payment  of  claims,   the   Secretary   of
                  Transportation  shall  provide  for the  payment by the United
                  States Government of successful  claims (including  reasonable
                  expenses of litigation or settlement) of a third party against
                  Sea Launch, or its contractors,  subcontractors, or customers,
                  or  the  contractors  or   subcontractor  of  such  customers,
                  resulting  from  activities  carried out pursuant to a license
                  issued or transferred under the Act for death,  bodily injury,
                  or loss of or damage to  property  resulting  from  activities
                  carried out under the license, but only to the extent that the
                  aggregate  of  such  successful  claims  arising  out  of  any
                  particular launch-

                  (A) Is in excess of the amount of insurance  or  demonstration
                  of  financial  responsibilities  required by the  Secretary of
                  Transportation; and

                  (B) Is not in excess of the level that is $1,500,000,000 (plus
                  any additional sums necessary to reflect  inflation  occurring
                  after January 1, 1989) above such amount.

         15.3.2   Sea Launch makes no representation, nor provides any warranty,
                  that payment of claims by the United States Government will be
                  available  pursuant to the  Commercial  Space  Launch Act. The
                  sole  obligation  of Sea Launch is to make a good faith effort
                  to obtain  such  payment as may be  available  from the United
                  States Government.

         15.3.3   PanAmSat  shall execute and deliver an Agreement for Waiver of
                  Claims and Assumption of Responsibility,  which is required by
                  the  U.S.  Department  of  Transportation  as a  condition  of
                  granting Sea Launch  permission to Launch. In the event of any
                  inconsistency  between any  provision  in this Article and the
                  Agreement   for   Waiver   of   Claims   and   Assumption   of
                  Responsibility,   such   Agreement   shall  be  construed  and
                  interpreted so as to be made consistent with this Article.

15.4     Indemnification - Intellectual Property Infringement

         15.4.1   Sea  Launch  agrees to defend,  hold  harmless  and  indemnify
                  PanAmSat  and its Related  Third  Parties from and against any
                  liability,  cost,  risk,  loss,  damage,  or  injury,  or  any
                  consequences  thereof,  resulting  from an  infringement  or a
                  claim  for  infringement  of the  patent  right  or any  other
                  intellectual  property  rights  of a Third  Party or a Related
                  Third Party of Sea Launch  which may arise from the  provision
                  of Launch Services by Sea Launch.

         15.4.2   PanAmSat  agrees to defend,  hold  harmless and  indemnify Sea
                  Launch and its  related  Third  Parties  from and  against any
                  liability,  cost,  risk,  loss,  damage,  or  injury,  or  any
                  consequences  thereof,  resulting  from an  infringement  or a
                  claim  for  infringement  of the  patent  right  or any  other
                  intellectual  property  right of a Third  Party  or a  Related
                  Third  Party of  PanAmSat  which  may arise  from the  design,

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                   SEA LAUNCH AND PANAMSAT PROPRIETARY


                  manufacture,   installation  of  the  Payload  in  the  Launch
                  Vehicle,  Launch or operation of the Spacecraft (excluding any
                  infringement or claim for infringement for which Sea Launch is
                  required  to defend,  hold  harmless  and  indemnify  PanAmSat
                  pursuant to Paragraph 15.4.1).

15.5     Rights and Obligations

         15.5.1   The rights to indemnification specified in Paragraphs 15.2 and
                  15.4 shall be subject to the following conditions.

         15.5.2   The Party seeking  indemnification  shall promptly  advise the
                  other  Party in writing  of the filing of any suit,  or of any
                  written or oral claim alleging an infringement of any right of
                  a Related Third Party or a Third Party,  upon receipt thereof,
                  and shall provide the indemnitor,  at the indemnitor's request
                  and expense, with copies of all relevant documentation.

         15.5.3   The Party seeking indemnification shall not make any admission
                  nor shall it reach a  compromise  or  settlement  without  the
                  prior  written  approval of the other  Party,  which  approval
                  shall not be unreasonably withheld or delayed.

         15.5.4   The Party  required  to defend,  indemnify  and hold the other
                  harmless  shall  assist in and shall have the right to assume,
                  when not contrary to the  governing  rules of  procedure,  the
                  defense of any claim or suit or settlement thereof,  and shall
                  pay all  reasonable  litigation and  administrative  costs and
                  expenses, including attorney fees, 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 expenses.

         15.5.5   The Party  indemnified  may  participate in any defense at its
                  own expense,  using counsel reasonably acceptable to the Party
                  required to  indemnify,  provided that there is no conflict of
                  interest  and  that  such  participation  does  not  otherwise
                  adversely affect the conduct of the proceedings.

15.6     Third Party Liability Insurance.

         15.6.1   Sea Launch shall maintain third party  liability  insurance in
                  the amount  specified by the  Secretary of  Transportation  to
                  provide for the  payment of claims by Third  Parties for death
                  or bodily injury or for loss of or damage to property they may
                  sustain,  and any  consequences  thereof,  resulting  from, or
                  arising in connection  with, the  performance of the Contract.
                  Such Third Party  liability  insurance  shall cover Sea Launch
                  and PanAmSat,  and the Related Third Parties of Sea Launch and
                  PanAmSat.

         15.6.2   The third party liability insurance coverage shall attach upon
                  the time the Spacecraft is under the care, custody and control
                  of Sea  Launch  at the Home  Port or  Launch  Base  and  shall
                  terminate  upon  return of all parts of the Launch  Vehicle

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                  to Earth,  or twelve (12) months  after  Launch,  whichever is
                  earlier.  If the  Spacecraft  is removed from the Home Port or
                  Launch Base for reasons other than to conduct the Launch,  the
                  third party liability coverage shall terminate upon removal of
                  the Spacecraft from the Home Port or Launch Base.

         15.6.3   The third party liability  insurance obtained pursuant to this
                  Article  shall not cover  loss of or damage to the  Spacecraft
                  even if a claim is brought by a Third  Party or Related  Third
                  Party.

ARTICLE 16 -- PROPRIETARY DATA

16.1     The Parties  recognize that technical  information  may be disclosed by
         one Party to the other  Party in the  course of  performance  under the
         Contract  and that the  disclosing  Party may  desire to  protect  such
         information  against  unrestricted  use or  disclosure  to  others.  To
         provide  protection for such information,  each Party agrees to respect
         such  information and, to the extent it includes  proprietary  data, to
         handle such information as provided for in this Article.

16.2     For the purpose of this  Contract,  the term  "proprietary  data" means
         each Party's proprietary,  secret, or confidential  information,  data,
         processes, and physical materials, including information originated by,
         or available only from the disclosing Party and information originating
         with a Third  Party  with  respect  to which the  disclosing  Party has
         limited  disclosure  rights,  and which the disclosing Party desires to
         protect against unrestricted  disclosure to others,  provided that such
         information,   data,  processes,  and  physical  materials  are  marked
         "proprietary data" or with an equivalent legend.

16.3     A  Party   receiving   proprietary   data  shall  take  all  reasonable
         precautions to prevent publication or disclosure of proprietary data to
         others,  and shall use such data only for the  purpose  of  performance
         under the  Contract.  Any other use of such  proprietary  data shall be
         made only upon prior  written  consent of the  disclosing  Party.  Each
         Party  agrees to protect the other  Party's  proprietary  data with the
         same degree of care as it protects  its own  proprietary  data,  and to
         restrict  disclosures  of such  proprietary  data to those  persons and
         subcontractors having a need to know the data.

16.4     The aforementioned restrictions on the use and disclosure of
         proprietary data shall not apply if the proprietary data:

         16.4.1 Is in the  public  domain at the time of  receipt  or comes into
         public domain thereafter  through no act of the receiving Party that is
         inconsistent with the aforementioned restrictions;

         16.4.2   Known to the receiving Party prior to disclosure by the
                  disclosing Party;

         16.4.3   Disclosed with the prior written approval of the disclosing
                  Party;

         16.4.4   Independently developed by the receiving Party; or

                                      -30-

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                  SEA LAUNCH AND PANAMSAT PROPRIETARY


         16.4.5 Lawfully disclosed to the receiving Party by a Third Party under
conditions permitting such disclosure.

16.5     Upon termination or upon completion of performance  under the Contract,
         and upon the request of one Party,  the other  Party  shall  return all
         proprietary  data  (including  any copies  thereof)  received from that
         Party, or provide written  certification that such proprietary data has
         been destroyed, except that either Party may retain a legal file copy.

16.6     Neither  Party  assumes  any  liability  to the other Party for damages
         arising  from the use of or  reliance  upon any  information  disclosed
         pursuant to this Article 16, except as provided elsewhere herein.

ARTICLE 17 -- RIGHTS TO INVENTIONS AND DATA

17.1     Sea Launch and PanAmSat  agree that  neither  Party shall by entry into
         the Contract or by performance  of the Contract,  acquire any rights to
         or  under  the  other  Party's  patents,  proprietary  data,  or  other
         intellectual property or technical information, unless the grant of any
         such right is expressly  provided for in a separate  written  agreement
         duly executed by the granting Party.

ARTICLE 18 -- CHANGES

18.1     The  Contract  shall be  modified  only upon  mutual  consent  and such
         modification  shall be made in writing and shall be signed on behalf of
         both Parties by their Authorized Representatives.

18.2     PanAmSat may at any time,  by a written  notice to Sea Launch,  request
         changes within the general scope of this  Contract.  If any such change
         causes an increase  or  decrease  in the cost of, or the time  required
         for, the  performance of any part of the work under this  Contract,  an
         equitable  adjustment,  to be  negotiated  in good  faith  between  the
         parties,  shall be made in the price, delivery schedule, or other terms
         affected by the requested change, and the Contract shall be modified in
         writing accordingly.  Any claim by Sea Launch for an adjustment must be
         made in  writing  within  thirty  (30) days of the  receipt of any such
         notice.  Nothing  in this  Article  18 shall  excuse  Sea  Launch  from
         proceeding without delay to perform this Contract as changed.

18.3     Sea Launch shall have the right to recommend changes within the general
         scope of this  Contract.  Sea Launch  shall  submit any such changes to
         PanAmSat in writing and PanAmSat  shall accept or reject such change in
         its sole discretion. PanAmSat shall respond to any such change proposed
         by Sea Launch  promptly but in no event later than

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                       SEA LAUNCH AND PANAMSAT PROPRIETARY


         forty-five  (45) days after the date on which Sea Launch  submitted the
         proposed  change.  Subject to  Paragraph  18.5,  Sea  Launch  shall not
         proceed with any change  under this Article  until an amendment to this
         Contract is executed by both parties  authorizing the change and making
         the  corresponding  adjustments  to the work  and/or  the terms of this
         Contract necessitated by the change.

18.4     Launch  Service(s)  postponements  by PanAmSat  or Sea Launch  shall be
         resolved in  accordance  with the  applicable  provisions of Article 7,
         Paragraph 14.5 and Paragraph 14.6 of this Contract.

18.5     In the event that,  in connection  with a change  pursuant to Paragraph
         18.2 or  18.3,  the  Parties  agree  on  work  to be  done  but not the
         resulting  adjustment  (if  any) to  price  and/or  schedule,  then the
         Parties shall proceed with performance of their respective  obligations
         as modified by such change,  and shall resolve the  adjustment (if any)
         to price and/or schedule in accordance with Article 20.

ARTICLE 19 -- ASSIGNMENT

  19.1   The Parties agree not to assign their respective  rights or obligations
         under the  Contract  without  the prior  written  consent  of the other
         Party;  provided  that  PanAmSat may assign its rights and  obligations
         regarding one or more Launch Services to a PanAmSat Affiliate. Any such
         assignment  shall be mutually agreed to and consent to Assign shall not
         be  unreasonably  withheld  by the other  Party.  For  purposes of this
         Article  19,   "PanAmSat   Affiliate"  shall  include  (i)  any  entity
         controlled by PanAmSat and (ii) any joint venture or similar  entity in
         which PanAmSat owns or agrees to acquire an equity interest.

ARTICLE 20 -- DISPUTE SETTLEMENT

20.1     The  Parties  shall  endeavor to reach an  amicable  settlement  of any
         dispute or controversy  resulting from, or arising in connection  with,
         the performance of this Contract.  Prior to filing any legal action,  a
         dispute or controversy  shall be referred to the respective  Presidents
         of Sea Launch and PanAmSat, who shall use their best efforts to reach a
         settlement acceptable to both Parties.

20.2     In the event of any dispute as to payment or price,  no amount shall be
         deemed  unpaid if  PanAmSat  shall have paid such amount into an escrow
         account pending resolution of such dispute.  Upon such resolution,  the
         Party  entitled to such amount shall receive such amount  together with
         all accrued interest  thereon,  and the other Party shall pay all costs
         and fees associated with such escrow account.


ARTICLE 21 - COOPERATION ON INSURANCE

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21.1     Sea Launch  shall  cooperate in good faith with  PanAmSat's  efforts to
         obtain and maintain launch insurance for Spacecraft launched under this
         Contract.  Subject to U. S. Export Control laws and  regulations,  such
         cooperation shall include (i) delivering information and data regarding
         the Launch Vehicle to PanAmSat's insurers and brokers,  (ii) conducting
         briefings for such insurers and brokers,  (iii) responding to inquiries
         from such insurers and brokers,  and (iv)  exercising  reasonable  best
         efforts  to obtain  in a timely  manner  and  thereafter  maintain  any
         government  licenses,  approvals or other  authorizations  required for
         such cooperation.

ARTICLE 22-- APPLICABLE LAW

22.1     The Contract and any matter  arising under the Contract,  regardless of
         whether such matter is addressed in the Contract,  shall be governed by
         the laws of the state of California,  USA,  excluding its choice of law
         rules.

ARTICLE 23 -- SEVERABILITY

23.1     In the event any of the provisions of the Contract shall, for any
         reason whatsoever, be held to be invalid or unenforceable, the
         remaining provisions shall not be affected.


ARTICLE 24 -- NO WAIVER

24.1     No waiver of any of the  provisions of the Contract shall be binding on
         either Party unless  evidenced by a written  notice signed by the Party
         to be bound.  Failure of either Party to insist upon performance of any
         of the terms or conditions herein or to exercise any right or privilege
         shall not constitute a waiver.  A waiver by either Party of a breach of
         any  provision  of this  contract  does not  constitute a waiver of any
         succeeding  breach  of the same or any  other  provision,  nor shall it
         constitute a waiver of the provision itself.

ARTICLE 25 -- ENTIRE AGREEMENT

25.1     The Contractual  Documents referred to in Article 2 comprise the entire
         understanding between the Parties with respect to the subject matter of
         the  Contract  and  shall  supersede  all  prior  and   contemporaneous
         discussions  between the Parties.  Neither  Party shall be bound by any
         conditions, warranties, definitions,  statements, or documents previous
         to the Contract unless the Contract makes express reference thereto.

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                   SEA LAUNCH AND PANAMSAT PROPRIETARY


IN WITNESS WHEREOF,  the Parties hereto have executed the Contract as of the day
and year stated:

PanAmSat Corporation                Sea Launch Limited Partnership acting
                                    through its General Partner,
                                    Sea Launch Company, LDC


By /s/  Robert A. Bednarek          By /s/  W. C. White
   --------------------------          -----------------------

Title  E.V.P. and C.T.O.            Title  Director of Contracts
      ---------------------               -----------------------

Date  March 15, 2000                Date   February 2, 2000
     ----------------------               -----------------------


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