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                                                                   EXHIBIT 10.32

                    FULL-TIME TRANSPONDER CAPACITY AGREEMENT

      This Agreement (the "Agreement") is entered into this 31st day of January,
2005 (the "Execution Date"), by and between PANAMSAT CORPORATION ("PanAmSat"), a
Delaware corporation, and VALUEVISION MEDIA, INC. ("Customer"), a Minnesota
corporation.

                                    AGREEMENT

      In consideration of the foregoing and of the mutual promises set forth
below, PanAmSat and Customer mutually agree to set forth the terms and
conditions pursuant to which (1) PanAmSat shall provide, as set forth below,
Customer with certain satellite transponder capacity; (2) the parties will set
forth certain terms concerning the period of transition (the "Transition
Period") to Galaxy IRR (as defined below) from Customer's Galaxy IR transponder
under the Galaxy IR Reserve Transponder Lease Agreement between Hughes
Communications Galaxy, Inc. (a predecessor in interest to PanAmSat) and
ValueVision International, Inc. (A predecessor in interest to Customer) dated
July 23, 1993, as amended (the "Galaxy IR Agreement"); and (3) the parties will
terminate the Galaxy IR Agreement.

ARTICLE 1. THE CUSTOMER'S TRANSPONDER CAPACITY.

      1.1 Description of Capacity. PanAmSat agrees to provide to Customer and
Customer agrees to accept from PanAmSat, on a full time basis (24 hours a day,
seven days a week), in outerspace, for the Capacity Term (as defined herein),
the Customer's Transponder Capacity (defined below) meeting the "Performance
Specifications" set forth in the "Technical Appendix" attached hereto as
Appendix B. For purposes of this Agreement, the "Customer's Transponder
Capacity" shall consist of one (1) 36 MHz, C-Band "Reserve" (as defined in
Section 1.2, below) Transponder in the beam(s) that are identified in Appendix A
to this Agreement from that certain U.S. domestic satellite referred to by
PanAmSat as Galaxy IRR* (the "Satellite" or "G-IRR"), which is planned to be
located in geostationary orbit at 133 degrees West Longitude (the "Designated
Orbital Location"). Galaxy IRR or such other satellite as to which Customer may
at the time be using capacity hereunder, as applied in context herein, is also
referred to as the "Satellite". The transponders on the Satellite and the beams
in which these transponders are grouped are referred to as "Transponder(s)" and
the "Beam(s)," respectively.

----------------------
*Galaxy IRR"" refers to the Satellite which will replace "Galaxy IR" at 133
degrees West Longitude. The name PanAmSat will employ for this Satellite is to
be determined.

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PanAmSat shall not preempt or interrupt the provision of the Customer's
Transponder Capacity to Customer, except as specifically permitted under this
Agreement.

      1.2 C-band Payload for Galaxy IRR and Transponder Designation. Galaxy IRR
shall have twenty-four (24) C-band Transponders. Twenty-two (22) of the C-band
Transponders on Galaxy IRR shall be designated as "Primary". The remaining two
(2) C-band Transponders on Galaxy IRR shall be designated as "Reserve." "Primary
Transponders" shall mean C-band Transponders which are not preemptible and as to
which the "Protected Parties," if a "Confirmed Failure" (each as hereafter
defined) occurs, shall have the right to preempt a Reserve C-band Transponder in
accordance with Section 5.3. "Reserve Transponders" shall mean C-band
Transponders which shall be preemptible, in accordance with Section 5.3, by the
Protected Parties of Primary C-band Transponders located on the Satellite that
have suffered a Confirmed Failure. Use of C-band Transponders shall not give
such Protected Party the right to preempt or use any Ku-band Transponders or
Ku-band Transponder spares on the Satellite. Use of Ku-band Transponders shall
not give such Protected Party the right to preempt or use any C-band
Transponders or C-band Transponder spares on the Satellite. As used herein,
"Protected Parties" means Transponder owners, lessees, customers, and users,
whether "Primary" or "Reserve," including without limitation, those who may take
service via Satellite capacity provided by PanAmSat, but who may have no direct
right to access the capacity themselves, such as compressed digital channel
customers. Subject to Section 5.3 and Appendix B, the particular Transponder
that shall make up the Customer's Transponder Capacity shall be identified in
accordance with Appendices A and B. The initial Transponder assignment(s) shall
be specified by PanAmSat prior to the Commencement Date.

      1.3 Transmission Plan. Customer has submitted to PanAmSat transmission
plan(s) (the "Transmission Plan(s)") attached hereto as Appendix G. Customer
shall also be permitted, subject to PanAmSat's prior written approval, to modify
the Transmission Plan(s) from time to time. PanAmSat's approval of the
Transmission Plan(s) shall not constitute, nor does PanAmSat make, any
representation, warranty, or covenant regarding the efficacy of the use of any
number of carriers or other alternative uses of Customer's Transponder Capacity.

      1.4 Permitted Use. Except as set forth in Section 10, the Customer's
Transponder Capacity may be used by Customer solely for transmission of its own
"Television Service," which, for purposes of this Agreement means entertainment
services and video programming, with associated audio signals, for broadcast,
cable, direct-to-home, or similar mass distribution.

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ARTICLE 2. TRANSITION PERIOD AND CAPACITY TERM.

      2.1A Transition Period. THIS AGREEMENT SHALL BE EFFECTIVE AS OF NOVEMBER
1, 2004, WHICH REPRESENTS THE DATE ON WHICH THE TRANSITION PERIOD COMMENCES (THE
"TRANSITION PERIOD START DATE"). AS OF THE TRANSITION PERIOD START DATE,
PANAMSAT WILL PROVIDE, AND CUSTOMER SHALL LEASE, C-BAND RESERVE TRANSPONDER NO.
12 ON GALAXY IR, PURSUANT TO THE TERMS OF APPENDIX D ATTACHED HERETO.

      2.1B Capacity Term for Galaxy IRR. The "Capacity Term" for Galaxy IRR
shall commence on the date that PanAmSat certifies to Customer that Galaxy IRR
has been placed into commercial operation in its assigned orbital location, with
the Customer's Transponder Capacity meeting the Performance Specifications and
available for Customer's use (the "Commencement Date"). If one or more, but not
all of the Transponder(s) or Transponder Segment(s) that constitute the
Customer's Transponder Capacity meet the Performance Specifications, PanAmSat
shall so state in its certification, and the Capacity Term shall commence with
respect to such Transponder(s) or Transponder Segment(s). The Capacity Term
shall continue until 23:59 Greenwich Mean Time on the date that is one day
earlier than the eleventh (11th) year anniversary of the Commencement Date.

ARTICLE 3. CUSTOMER PAYMENTS.

      3.1 Monthly Fee and Deposit. From and after the Commencement Date,
Customer agrees to pay the "Monthly Fee" shown in Appendix A hereto (prorated
for partial months). If, during the Capacity Term, Customer's Monthly Fees are
late (meaning that PanAmSat has the right to charge a delinquency charge as set
forth in Section 3.4) for two (2) consecutive months, then PanAmSat shall have
the right to require Customer to pay to PanAmSat the Monthly Fee for two (2)
additional months (the "Deposit"), which shall be held by PanAmSat and applied
towards the Monthly Fee due for the last two (2) months of the Capacity Term,
and if PanAmSat so requires, Customer shall pay the Deposit.

      3.2 [Reserved]

      3.3 Manner of Payment. Except as otherwise set forth in Section 3.1,
Customer shall make all payments of the Monthly Fee, in advance, no later than
the first business day of each month of the Capacity Term. Customer shall make
all payments (i) in U.S. dollars without offset, deduction or withholding and
(ii) by check issued by Customer from a U.S. bank, delivered to PanAmSat at such
address as PanAmSat may designate by notice to Customer. In addition, Customer
shall be responsible

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for any and all transfer, exchange, or other similar charges. All payments shall
be deemed to be made only upon PanAmSat's receipt of collected funds.

      3.4 Late Payment. Any payments due from Customer and not received by
PanAmSat within five (5) days of the due date shall be subject to a delinquency
charge (liquidated damages) at the rate of one percent (1%) per month, or the
highest rate permitted by law, if less, on such overdue amount from the due date
until it is actually received by PanAmSat. Customer acknowledges that such
delinquency charge is reasonable under all the circumstances existing as of the
Execution Date.

      3.5 Taxes. With the exception of any U.S. income taxes on PanAmSat or any
PanAmSat Company (as defined in Section 9.2 below), Customer shall be
responsible, and pay PanAmSat, for any taxes, charges, levies, duties, usage or
other fees (including, without limitation, value added taxes, universal service
fund contribution charges, and other similar taxes and charges, if any) which
may be asserted against PanAmSat, any PanAmSat Company (as defined in Section
9.2 below), or the Customer by any governmental entity with respect to or
arising out of this Agreement (collectively, "Taxes"). If any Taxes are so
asserted, Customer agrees to pay PanAmSat that amount, if any, which ensures
that PanAmSat receives the same amount, after reduction for, or payment of, such
Taxes, as it would have received had such Taxes not been asserted. If any Taxes
are asserted with respect to the Satellite itself, the point of space that it
occupies or the frequencies employed, and such Taxes are not specifically
attributable to the Customer's Transponder Capacity, then Customer shall be
responsible only for its pro rata allocation of such Taxes as determined by
PanAmSat.

ARTICLE 4. CUSTOMER'S OBLIGATIONS.

      4.1 Non-interference and Use Restrictions. Customer's transmissions to and
from the Satellite and its use of the Customer's Transponder Capacity shall
comply with all applicable governmental laws, rules and regulations. Customer
will follow established practices and procedures for frequency coordination and
will not use the Customer's Transponder Capacity, or any portion thereof, in a
manner which would or could be expected to, under standard engineering practice,
harm the Customer's Transponder Capacity or interfere with the use of or harm
any portion of the Transponder from which the Customer's Transponder Capacity is
provided that is not assigned to Customer, any other Transponder, the Satellite,
or any other in-orbit satellite or transponder on such satellite. Customer shall
also comply with the "Operational Requirements" set forth in Appendix C, as the
same may be modified from time to time by PanAmSat, in its reasonable discretion
and on prior notice to Customer.

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      4.2 Terrestrial Facilities. Customer shall be responsible for the
provision, installation, operation, maintenance of, and for securing all
necessary licenses and/or authorizations for all earth station facilities and
equipment ("Customer-Provided Facilities"), for transmitting signals to, or
receiving signals from, the Satellite in accordance with the requirements set
forth in this Agreement. Any provision by PanAmSat to Customer of earth station
or other terrestrial facilities or services shall be the subject of a separate
agreement.

      4.3 Customer's Transmitting Stations. Customer will configure, equip and
operate its transmit facilities so that the interface of these facilities, in
outerspace, with the Satellite shall conform to the characteristics and
technical parameters of the Satellite, as set forth in Appendix C. Customer will
follow PanAmSat's procedures for initiating, or terminating any transmission to
the Satellite. Customer will operate all transmit facilities in a manner that
allows for cessation of, and will cease, transmission immediately upon receiving
notice from PanAmSat under Section 14.5(a) ("Telephone Notices"). Customer will
furnish such information regarding the technical parameters of its transmissions
as may be required by PanAmSat prior to commencing, during, and upon the
conclusion of any transmission to the Satellite.

            PanAmSat shall have the right, but not the obligation, to inspect
any Customer-Provided Facilities together with associated facilities and
equipment used by Customer, or by a third party under the authority of Customer,
to transmit to any of the Customer's Transponder Capacity. PanAmSat will use all
reasonable efforts to schedule inspections to minimize the disruption of the
operation of the facilities, and Customer shall make the facilities available
for inspection at all reasonable times.

      4.4 Customer Uplink Providers. Customer shall be permitted to contract
with other parties to transmit its signals to, or receive its signals from the
Satellite; provided, that Customer requires its contractors to comply with all
of the requirements of this Agreement regarding transmissions to, or reception
from, the Satellite, as set forth in Appendix C. If Customer retains third
parties as permitted by the previous sentence, these third parties' facilities
shall be deemed to be Customer-Provided Facilities and the acts and omissions of
these third parties in connection with the transmission or reception of
Customer's signals shall be deemed to be the acts and omissions of such third
parties and of Customer.

      4.5 Third Party Use. Customer shall be responsible to PanAmSat for any
third party use or transmissions that is/are permitted by Customer to the same
extent as it would be for Customer's own use or transmissions and references in
this Agreement with respect to Customer's responsibilities to PanAmSat regarding
Customer's use or transmissions shall be interpreted accordingly.

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ARTICLE 5. OUTAGES.

      5.1 Certain Outage Definitions. For purposes of determining the rights and
responsibility of the parties in the event of a failure of Customer's
Transponder Capacity, the following definitions apply:

            (a) "Confirmed Outage" means a Measured Failure of Customer's
Transponder Capacity to meet the Performance Specifications for a consecutive
period of fifteen minutes or longer.

            (b) "Confirmed Failure" means Measured Failure(s) of Customer's
Transponder Capacity to meet the Performance Specifications for any of the
following periods:

                  (i) a cumulative total of ten (10) hours in any consecutive
thirty (30)-day period;

                  (ii) ten (10) or more Outage Units (as defined below) and
within any consecutive thirty (30)-day period; or

                  (iii) any period of time following a catastrophic event that
makes it clearly ascertainable that a failure described in any of clauses (i) or
(ii) will occur.

            (c) "Measured Failure" means a failure of Customer's Transponder
Capacity to meet the Performance Specifications that is confirmed by PanAmSat in
good faith, based upon objective engineering evidence available to it. Such a
failure, if so confirmed, shall be deemed to commence when Customer notifies
PanAmSat or PanAmSat otherwise has actual knowledge, recorded at PanAmSat's
network operations center, of the occurrence of such a failure and shall be
deemed to end when PanAmSat notifies Customer or Customer has actual knowledge
(where applicable, recorded at Customer's office responsible for outage
monitoring) that a the Customer's Transponder Capacity has been restored to the
Performance Specifications. For purposes of determining Confirmed Outages, any
period during which Customer uses Customer's Transponder Capacity shall not
count as a period of Measured Failure. For purposes of determining Confirmed
Failure, any period during which Customer continues to use Customer's
Transponder Capacity after being notified by PanAmSat to discontinue use to
allow for testing or other remedial measures shall not count as a period of
Measured Failure.

            (d) "Outage Unit" means the Measured Failure of Customer's
Transponder Capacity to meet its Performance Specifications for a period of two
(2) minutes or more; provided that any such failure that occurs within the same
one (1) hour period shall constitute but one and the same failure; provided
further that the foregoing exception shall not be applied to count multiple
failures that occur over a period of greater than one (1) hour, but each within
one (1) hour of another, as a single failure (e.g.,

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three (3) failures, each otherwise meeting the definition of an Outage Unit,
that occur over ninety (90) minutes would constitute two (2) Outage Units,
regardless of the timing of the middle failure).

            (e) "Simultaneously" means occurring within a 24 hour period.

            (f) "Spare Equipment" means certain spare equipment units on the
Satellite.

      5.2 Exclusions. Neither a Confirmed Outage nor a Confirmed Failure shall
be deemed to have occurred if a failure is due to: (a) the failure or
non-performance of any Customer-Provided Facility; (b) the fault, negligent act,
a failure to act of Customer, its employees, or agents; or (c) intermittent
failures due to sun outages, meteorological, or astronomical disturbances.

      5.3 Restoration.

            Use of Spare Equipment. If, after the Commencement Date, the
Customer's Transponder Capacity suffers a Confirmed Failure, PanAmSat shall, as
soon as possible and to the extent technically feasible, employ Spare Equipment
on a first-needed, first-served basis as among Customer and Protected Parties as
a substitute for an equipment unit which has failed. In the event that
Transponders of more than one Protected Party simultaneously suffer a Confirmed
Failure, then the Protected Party of Primary Transponders on the Satellite shall
have priority over the Protected Party of Reserve Transponders as to the use of
the Spare Equipment. In the event that PanAmSat employs the Spare Equipment to
Customer as a substitute for an equipment unit which has caused the affected
Customer's Transponder Capacity to suffer a Confirmed Failure, then such Spare
Equipment shall become part of the Transponder which is provided to Customer
hereunder, and Customer, concurrently, shall no longer have any right to use the
failed equipment unit. Customer acknowledges and agrees that the Spare Equipment
redundancy plan of the Satellite may require PanAmSat to reassign certain power
components among Transponders to make use of Spare Equipment. In circumstances
in which a spare power component is required to be employed for any Protected
Party and to do so requires a change in the power component assigned to
Customer, Customer shall, on notice from PanAmSat, immediately cease
transmitting to the Satellite to allow the power component that is assigned to
its Transponder to be reassigned and a different unit (that meets the
Performance Specifications) to be put in its place.

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      Use of Reserve Transponders. Reserve Transponders or any of them, will be
substituted and utilized on a first-needed, first-served basis, to satisfy
PanAmSat's obligations to the Protected Parties of Primary Transponders with
respect to the performance of their Primary Transponders. Reserve Transponders
shall be substituted in the inverse order in which the Protected Parties of the
Reserve Transponders (or such Protected Party's predecessor in interest) on
Galaxy IRR executed transponder purchase, lease or use agreement for the Reserve
Transponders on Galaxy IRR. PanAmSat shall include in the transponder purchase
or lease agreement of any third party who has purchased or leased a Reserve
Transponder (or in any other agreement providing for the transfer of a Reserve
Transponder) a requirement that PanAmSat may preempt such Reserve Transponder(s)
after two hours notice from PanAmSat. If PanAmSat preempts Customer's
Transponder Capacity in order to furnish a Reserve Transponder to the Protected
Party of a Primary Transponder in accordance with this Section 5.3, then under
the terms of Article 16 PanAmSat shall exercise its option to cancel the lease
of Customer's Transponder Capacity.

      Simultaneous Failure-Priority with respect to the Use of the Spare
Equipment. In the event that Transponders of more than one Protected Party
simultaneously suffer a Confirmed Failure, then the Protected Party (or such
Protected Party's predecessor in interest) of a Primary Transponder on Galaxy
IRR shall have priority over the Protected Party of a Reserve Transponder on
Galaxy IRR, in all instances, as to the use of Spare Equipment. With respect to
the Reserve Transponders, the Protected Party of the Reserve Transponder with
the highest priority as set forth in appendix E shall have priority as to the
use of the Spare Equipment with respect to said Protected Party's Reserve
Transponder which has suffered a Confirmed Failure, to the extent technically
feasible.

      Simultaneous Failure-Priority with respect to the Use of Reserve
Transponders. In the event that Primary Transponders of more than one Protected
Party simultaneously suffer a Confirmed Failure, and no Spare Equipment is
available or if the use of such Spare Equipment has not or would not correct the
failure, then the Protected Party (or such Protected Party's predecessor in
interest) with the highest priority shall have priority as to the use of the
Reserve Transponders with respect to said Protected Party's Primary Transponder
or Transponders which have suffered a Confirmed Failure.

      Restoration Priority. All determinations as to when failures requiring
protection shall have occurred, for purposes of determining whether the failures
are "simultaneous," shall be made by PanAmSat in its sole discretion acting in
good faith.

      5.4 Outage Credits. If for any particular month during the Capacity Term
there is a Confirmed Outage of the Customer's Transponder Capacity, PanAmSat
shall credit to Customer's next

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payment an "Outage Credit" that shall be determined, on a Transponder by
Transponder basis, (or, if applicable, by Transponder Segment) by the following
formula:

      Outage Credit equals:

               N    multiplied by S;
              ---
               M

      Where,

               N =      the number of hours (or portion thereof) during a month
                        that there has been a Confirmed Outage of a particular
                        Transponder (or Transponder Segment) that is part of the
                        Customer's Transponder Capacity

               M =      the number of hours in the month, and

               S =      Customer's Monthly Fee, applicable to the affected
                        Transponder (or Transponder Segment, if applicable), for
                        said month

      5.5 Performance at Particular Locations. The city tables that are provided
in the Performance Specifications of the Technical Appendix show minimum
anticipated power at particular locations. In the event of a bona fide dispute
regarding whether the Performance Specifications are being met, PanAmSat will
take measurements from one of its teleports or at other convenient locations and
extrapolate data for the particular city table locale. For the avoidance of
doubt, the city table references do not constitute a representation or warranty
by PanAmSat with respect to the existence (or lack thereof) of legal
restrictions that may prevent or limit the use of the Customer's Transponder
Capacity at particular locations.

      5.6 Application to Individual Transponders. All determinations as to
Confirmed Failures, Outage Credits, and protection rights to be made under this
Article 5 shall be made on an individual Transponder by Transponder (or
Transponder Segment, if applicable) basis.

      5.7 Replacement of Satellite and/or Communications Payload. During the
Capacity Term, PanAmSat may replace the Satellite or one of its communications
payloads (e.g. Ku or C-band) with another satellite (a "Replacement Satellite")
at the Designated Orbital Location or at such other orbital location to which
such Replacement Satellite may be authorized by the United States Federal
Communications Commission ("FCC") to be located. In such circumstances, provided
there is Conforming Capacity on the Replacement Satellite, PanAmSat shall
provide such capacity to Customer (the "Replacement Capacity") and this
Agreement shall continue with such Replacement Capacity in lieu of the capacity
originally provided for the remainder of its scheduled Capacity Term. As used
herein, Conforming Capacity means transponder capacity in the same frequency
band (e.g., Ku or C-band) with

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materially the same or better coverage and performance than the Performance
Specifications specified herein and on a satellite that is located at or within
one (1) degree of the Designated Orbital Location. PanAmSat shall provide an
applicable Replacement Technical Appendix with Replacement Performance
Specifications to Customer prior to the transfer to the Replacement Satellite.
PanAmSat shall use all reasonable efforts to minimize any disruption of
operations while the Customer's Transponder Capacity is being transferred from
one satellite to the other and Customer shall be entitled to Outage Credits
during any period that the Customer's Transponder Capacity may be unavailable
from both satellites. In the event of a replacement of Customer's Transponder
Capacity under this Section, all references in this Agreement to the Satellite,
Customer's Transponder Capacity, the Technical Appendix and the Performance
Specifications, shall thereafter be deemed to refer to the Replacement
Satellite, the Replacement Capacity, the Replacement Technical Appendix and the
Replacement Performance Specifications, respectively.

ARTICLE 6. PREEMPTIVE RIGHTS.

      6.1 Preemptive Rights. Customer recognizes that it may be necessary, if
the Satellite or any component thereof, loses power, or in other unusual or
abnormal technical situations, or other unforeseen conditions, for PanAmSat
deliberately to preempt or interrupt Customer's use of the Customer's
Transponder Capacity, solely in order to protect the overall health and
performance of the Satellite, or as otherwise necessitated by any reduction in
available power. PanAmSat shall make such decisions in good faith. To the extent
technically feasible, PanAmSat shall preempt or interrupt the use of the
Transponders in the reverse of priority as set forth in Section 5.3 (i.e., last
signed, first off) and preempt or interrupt the use of either or both Reserve
Transponders before preempting or interrupting the use of any Primary
Transponders. Further, to the extent technically feasible, PanAmSat shall give
Customer at least 24 hours notice of such preemption or interruption and will
use all reasonable efforts to schedule and conduct its activities during periods
of such preemption or interruption so as to minimize the disruption to users of
the Satellite. Customer shall immediately cease transmissions to the affected
Transponder(s) at such time as Customer's Transponder Capacity is preempted or
interrupted pursuant to this Section. To the extent that such preemption results
in a loss to Customer of the use of the Customer's Transponder Capacity that
otherwise would be sufficient to constitute a Confirmed Failure, Customer shall
have all of the rights and remedies regarding Outage Credits and termination
that are set forth in Articles 5 and 7.

      6.2 Testing in the Event of Customer's Transponder Capacity Failure. If a
Transponder that is part of Customer's Transponder Capacity is not meeting
Performance Specifications, but Customer

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elects to continue to use such Customer's Transponder Capacity, as degraded,
PanAmSat may interrupt Customer's use as necessary to perform testing or take
any other action that may be appropriate to attempt to restore the affected
Transponder to its Performance Specifications. In such event, PanAmSat shall
coordinate activities with affected users of the Satellite and shall use all
reasonable efforts to minimize the overall disruption. To the extent that any
period of interruption results in a loss to Customer of the use of the
Customer's Transponder Capacity that is sufficient to constitute a Confirmed
Failure, Customer shall have all of the rights and remedies regarding Outage
Credits and termination that are set forth in Articles 5 and 7.

ARTICLE 7. TERMINATION RIGHTS.

      7.1 Termination for Late Delivery. "Late Delivery" as to Galaxy IRR shall
mean a failure to place Galaxy IRR in its assigned orbital location with a
minimum of one-half of the C-band Transponders meeting the requisite Performance
Specifications (which requirements may be met through the use of Spare Equipment
or Reserve Transponders) prior to the date on which Galaxy IR is taken out of
normal stationkeeping mode of operation (as opposed to the inclined mode of
operation). In the event of a Late Delivery of Galaxy IRR, Customer may
terminate this Agreement on thirty (30) days' prior written notice to PanAmSat
(the "Notice Period"), unless within such thirty (30) days, capacity from Galaxy
Replacement or the Replacement Capacity is provided in accordance with Article
15 or Section 5.7, as applicable. PanAmSat shall also be permitted to terminate
this Agreement on notice to Customer, if PanAmSat determines because of force
majeure conditions not to proceed with the construction and launch of Galaxy
IRR.

      7.2A Termination for a Catastrophic Failure. Customer shall have the right
to terminate this Agreement upon thirty (30) days' written notice to PanAmSat,
if the Satellite suffers a Catastrophic Failure unless within thirty (30) days
thereof, Galaxy Replacement or Replacement Capacity is provided in accordance
with Article 15 or Section 5.7, as applicable. The term "Catastrophic Failure"
shall mean one-half or more transponders that constitute the C-band payload
becoming "Failed Transponders." The term "Failed Transponder" shall mean
Transponders that have suffered Confirmed Failures and which PanAmSat is unable
to restore through the use of the Spare Equipment and Reserve Transponders
pursuant to Section 5.3, above.

      7.2B Termination for Confirmed Failure. If there is a Confirmed Failure of
any of the Transponders (or Transponder Segments) that constitute the Customer's
Transponder Capacity or, if on the Commencement Date, any of such Transponders
or Transponder Segments do not meet their

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Performance Specifications, this Agreement shall automatically terminate as to
such failed Transponder(s) or Transponder Segment(s) unless within the "Cure
Period," PanAmSat restores such capacity to the Performance Specifications
including through the use of Spare Equipment or Reserve Transponder on Galaxy
IRR or Galaxy Replacement in accordance with Article 15. In the event this
Agreement is terminated under this Section 7.2 for all of Customer's Transponder
Capacity (i.e., all such Capacity has suffered Confirmed Failure(s), without
restoration as provided above), this Agreement shall terminate in its entirety.
As used in this Section 7.2, the "Cure Period" means within: (i) thirty (30)
days of a failure whether or not such failure was caused by a Force Majeure
Event that does not involve an equipment failure on board an in orbit Satellite;
or (ii) within any such shorter period as it may become clearly ascertainable
that restoration within the time frame permitted under clause (i) or (ii) above,
as applicable, is not possible. In addition, PanAmSat will be obligated to
notify Customer in writing as soon as possible once PanAmSat determines that it
is unable to restore Customer's Transponder Capacity as provided in this
Agreement.

      7.3   Taking the Satellite Out Of Commercial Slot. This Agreement shall
terminate on the date that the Satellite is taken out of commercial operation at
or within one (1) degree of the Designated Orbital Location, unless PanAmSat
provides Replacement Capacity to Customer pursuant to Section 5.7.

      7.4   Termination by PanAmSat for Cause.

            (A)   PanAmSat may immediately terminate this Agreement:

                  (I)   if Customer fails to make payment of any amount due and
such amount remains unpaid within thirty (30) days after receiving from PanAmSat
a notice of such nonpayment or failure, or

                  (II)  if Customer fails to cease any activity in violation of
Sections 4.1, 6.1 or 7.6 upon receiving notice from PanAmSat in accordance with
Section 13.5(a), or

                  (III) if Customer fails to cease any other activity in
material violation of Customer's material obligations under this Agreement
within thirty (30) days after receiving from PanAmSat a notice of such
violation.

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                                      -13-

            (B) In the event that PanAmSat terminates this Agreement for any of
the reasons set forth in subsection (A) above, in addition to all of PanAmSat's
other remedies at law or in equity, PanAmSat may declare immediately due and
payable a "Termination Fee" to be calculated as follows:

<TABLE>
<CAPTION>
REMAINING SCHEDULED CAPACITY TERM  TERMINATION FEE
---------------------------------  ----------------------------------------------------------
<S>                                <C>
Up to 12 months                    Monthly Fees for each remaining month of what had been the
                                   scheduled Capacity Term

13 months or more                  (a) 12 months of Monthly Fees, plus
                                   (b) 50% of the remaining Monthly Fees in excess of 12
                                   months for each month of what had been the scheduled
                                   Capacity Term
</TABLE>

PanAmSat reserves its rights to and shall apply the Deposit held under Section
3.1, against the Termination Fee. Provided that PanAmSat has received the
Termination Fee set forth in Section 7.4, PanAmSat shall not seek to recover
from Customer additional Monthly Fee payments through the end of the Capacity
Term as though the termination under this Section 7.4 had not taken place.

      In such circumstances, PanAmSat shall be entitled to use the Customer's
Transponder Capacity for whatever purpose PanAmSat sees fit and Customer shall
not be entitled to any equitable relief with respect to such use or any refund
of amounts paid to PanAmSat. Customer acknowledges that PanAmSat's rights set
forth in this subsection (B): (i) are reasonable under all of the circumstances
existing as of this date; (ii) constitute liquidated damages for the loss of a
bargain; and (iii) do not constitute a penalty.

      7.5 Termination by Customer for Cause. Customer may terminate this
Agreement if PanAmSat fails to cease any activity in material violation of
PanAmSat's material obligations under this Agreement within thirty (30) days
after receiving from Customer a notice of such violation. In addition, if, on or
before at least sixty (60) days prior to then projected end of life of Galaxy
IR, PanAmSat provides Customer with a written notice that the operation of
Galaxy IRR (or another satellite designated by PanAmSat to replace Galaxy IR)
will not occur prior to the end of life of Galaxy IR, then Customer shall have
the right to terminate the lease of Customer's Transponder Capacity on Galaxy
IRR within thirty (30) days after receiving from PanAmSat such notice, unless
PanAmSat agrees to provide Customer with alternate reserve transponder capacity
on either of "Galaxy 12" (also referred to by PanAmSat as "Galaxy VR") or
"Galaxy XI" substantially comparable to the Customer's Transponder Capacity on
Galaxy IRR. PanAmSat will be obligated to provide Customer with a notice of
projected Commencement Date for the Galaxy IRR Capacity Term on or before at
least sixty (60) days prior to then projected end of life of Galaxy IR.

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      7.6 Right to Deny Access.

            (A) PanAmSat may deny Customer's access to the Customer's
Transponder Capacity in any circumstance in which PanAmSat would have the right
to terminate this Agreement for cause under Section 7.4(A)(II), above; provided,
that any notice that would be required for termination under Section 7.4(A)(II)
is also given for any such denial of access.

            (B) Customer shall cease transmissions to the Satellite upon notice
of denial of access by PanAmSat under this Section 7.6. PanAmSat may continue to
deny Customer access under this Section 7.6 until any breach of the Agreement by
Customer is cured.

            (C) If PanAmSat prevents Customer from accessing any or all of
Customer's Transponder Capacity at a time when PanAmSat did not have the right
to do so under this Agreement, then Customer shall be entitled to an amount
equal to two (2) times the Outage Credits for the period during which access was
denied, which shall be calculated in accordance with Section 5.4. Except as
provided in the preceding sentence, a denial of access made by PanAmSat under
this Section 7.6 shall not result in any Outage Credit to Customer for Monthly
Fee payments, which shall continue to be due and payable.

      7.7 Rights and Obligations upon Termination. Upon termination of this
Agreement in accordance with any of Sections 7.1, 7.2, 7.3 or 7.5 above,
PanAmSat shall promptly refund to Customer any portion of the Monthly Fee
previously paid (including any applicable portion of the Deposit) applicable to
any period after the date of such termination plus any unapplied Outage Credits
to which Customer was entitled prior to termination. The termination of this
Agreement for any reason shall extinguish all of PanAmSat's obligations to
provide, and Customer's obligations to accept, the Customer's Transponder
Capacity, but shall not relieve either party of any obligation that may have
arisen prior to such termination, including (without limitation), under Section
7.4 above, nor shall termination affect the parties' obligations under Article 9
(Limitation of Liability and Indemnification), Article 11 (Confidentiality) and
Article 13.1 (applicable law and jurisdiction provisions) that shall survive the
termination of this Agreement.

ARTICLE 8. FORCE MAJEURE.

      8.1 Excused Conduct. Other than an obligation to make payment, any failure
or delay in performance by either party shall not be a breach of this Agreement,
if such failure or delay results from any Act of God, governmental action
(whether in its sovereign or contractual capacity), or any other

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                                      -15-

circumstance reasonably beyond the control of such party, including, but not
limited to, receive earth station sun outage, meteorological or astronomical
disturbances, earthquake, hurricane, snowstorm, fire, flood, strikes, labor
disputes, war, civil disorder, epidemics, quarantines, embargoes, each, a "Force
Majeure Event." The foregoing notwithstanding, PanAmSat shall provide Customer
with Outage Credits in circumstances in which PanAmSat is unable to perform
because of force majeure conditions, with the exception of force majeure
conditions that are attributable to sun outages, meteorological or astronomical
disturbances. Nothing herein shall be deemed to permit Customer to transmit to
the Satellite in a manner that does not comply with Customer's obligations
hereunder, i.e., if a Force Majeure Event prevents compliant transmission, no
transmission should be made.

ARTICLE 9. LIMITATION OF LIABILITY AND INDEMNIFICATION.

      9.1 Limitation of PanAmSat's Liability. ANY AND ALL EXPRESS AND IMPLIED
WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR ANY PURPOSE OR USE, ARE EXPRESSLY EXCLUDED AND DISCLAIMED, EXCEPT
THAT THE CERTIFICATION, IF GIVEN, BY PANAMSAT UNDER SECTION 2.1, SHALL BE TRUE
AS OF THE TIME THAT IT IS GIVEN. IT IS EXPRESSLY AGREED THAT PANAMSAT'S SOLE
OBLIGATION AND CUSTOMER'S EXCLUSIVE REMEDIES FOR ANY CAUSE WHATSOEVER ARISING
OUT OF OR RELATING TO THIS AGREEMENT UNDER ANY THEORY OF LAW OR EQUITY ARE
LIMITED TO THOSE SET FORTH IN SECTION 5.4, ARTICLE 7 AND SECTION 9.5 BELOW AND
ALL OTHER REMEDIES, INCLUDING (WITHOUT LIMITATION) ANY THAT MIGHT OTHERWISE
APPLY UNDER ANY UNIFORM COMMERCIAL CODE OF ANY KIND ARE EXPRESSLY EXCLUDED. In
no event shall PanAmSat be liable for any incidental or consequential damages or
loss of revenues, whether foreseeable or not, occasioned by any defect in the
Satellite, the Transponders or the provision of Customer's Transponder Capacity
to Customer, any delay in the provision of Customer's Transponder Capacity to
Customer, any failure of PanAmSat to provide Customer's Transponder Capacity, or
any other cause whatsoever.

      9.2 Limitation of Liability of Others. Without limiting the generality of
the foregoing, Customer acknowledges and agrees that it shall have no right of
recovery for the satisfaction of any cause whatsoever, arising out of or
relating to this Agreement, against (a) any parent company of PanAmSat or any of
its affiliated or commonly controlled entities (each, a "PanAmSat Company" and
collectively, the "PanAmSat Companies"), (b) any supplier of services or
equipment to PanAmSat in connection with the construction, launch, operation,
maintenance, tracking, telemetry and control of the Satellite or the Customer's
Transponder Capacity, or the provision of Customer's Transponder Capacity

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<PAGE>
                                      -16-

to Customer in any circumstances in which PanAmSat would be obligated to
indemnify the supplier, or (c) any officer, director, employee, agent, partner
or shareholder of PanAmSat or any PanAmSat Companies.

      9.3 Indemnification. Customer shall indemnify and save harmless the
"PanAmSat Group" (defined herein to mean PanAmSat, all PanAmSat Companies, and
all officers, employees, agents, partners and shareholders of PanAmSat and/or
the PanAmSat Companies) from any claims, liabilities, losses, costs, or damages,
including attorneys' fees and costs, arising out of (a) Customer's use of the
Customer's Transponder Capacity, including any actual or alleged libel, slander,
obscenity, indecency, infringement of copyright, breach in the privacy or
security of transmissions; or (b) Customer's breach of its obligations under
Section 4.1, 6.1 or 7.6; or (c) disputes between or among Customer and its
transmission recipients or its programs or other transmission content suppliers;
or (d) any warranty, representation, or statement Customer may make to a third
party in connection with transmissions over the Satellite. The limitations of
liability set forth in this Article 9 shall apply to, and the indemnifications
set forth in this Article 9 shall run in favor of, the PanAmSat Group.

      9.4 Limitation of Customer's Liability. In no event shall Customer be
liable for any incidental or consequential damages or loss of revenues (other
than for the Monthly Fees and/or Termination Fee due hereunder), whether
foreseeable or not occasioned by any cause whatsoever; provided that this
limitation shall not apply to Customer's obligations under Section 9.3.

      9.5 Injunctive Relief. Nothing herein shall be deemed to preclude either
party from seeking injunctive relief, if necessary, in order to prevent the
other from willfully or intentionally breaching its material obligations under
this Agreement or to compel the other to perform its material obligations under
this Agreement in the event of a willful or intentional failure to comply with
this Agreement.

      9.6 Patents, Copyright, Mask Work Rights and Proprietary Computer
Programs. To the extent that the manufacturer of the Satellite or any part
thereof may be obligated to indemnify PanAmSat for any infringement of any
patent, copyright, "mask work" (as defined in the Semiconductor Chip Protection
Act, 17 U.S.C. Sec. 901-14) right, or other proprietary computer right with
respect to the manufacture of, or provision of services from, the Satellite and
the Customer's Transponder Capacity and such indemnification obligations may be
passed through to protect, or enforced for the benefit of, PanAmSat's customers,
PanAmSat shall seek to pass such protection through to Customer (which includes
its employees, directors and/or officers) and enforce such provision; provided,
that PanAmSat makes no representation or warranty that any manufacturer's
indemnification obligation exists or will

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<PAGE>
                                      -17-

continue to exist or may be passed through or enforced; and provided further
that, to the extent such indemnification rights are limited, PanAmSat will use
commercially reasonable efforts to equitably share such indemnification
protections for the common benefit of PanAmSat and its customers.

ARTICLE 10. SUBORDINATION AND ASSIGNMENT.

      10.1 No Property Interest Created. This Agreement does not grant, and
Customer shall not assert, any property right or interest in or to, or lien
upon, the property or assets of PanAmSat, including, but not limited to,
Customer's Transponder Capacity, any PanAmSat satellite and/or any component(s)
thereof and/or any related equipment (collectively, the "PanAmSat Assets").
Without prejudice to and/or waiver of the protection of the PanAmSat Assets
provided for in the preceding sentence, Customer hereby grants to PanAmSat, as
security for the obligations of Customer under this Agreement, a first priority
security interest in any property right, title or interest of any kind which
Customer may be deemed to have in and/or to all or any part of the PanAmSat
Assets and/or any and all proceeds thereof.

      10.2 Subordination. Customer acknowledges and agrees that PanAmSat has
granted, and may grant in the future, security interests in the PanAmSat Assets
to other parties, subject to the secured party's agreement to grant quiet
enjoyment in accordance with provisions that are substantially similar to those
set forth in Appendix F.

      10.3 PanAmSat's Right to Assign. Customer agrees that PanAmSat may assign
its rights and interests under this Agreement and to the Satellite and any or
all sums due or to become due under this Agreement to an assignee for any
reason. Customer agrees that upon receipt of notice from PanAmSat of such
assignment, Customer shall perform all of its obligations directly for the
benefit of the assignee and shall pay all sums due or to become due directly to
the assignee, if so directed. Upon receipt of notice of such assignment,
Customer agrees to execute and deliver to PanAmSat such documentation as
assignee may reasonably require from PanAmSat. As used in this Section 10.3,
assign shall mean to grant, sell, assign, encumber or otherwise convey directly
or indirectly, in whole or in part.

      10.4A Customer Assignment. Customer may assign its rights and interests
under this Agreement, only in whole, and only after securing PanAmSat's express
prior written consent, which consent shall not be unreasonably withheld, delayed
or conditioned. The foregoing notwithstanding, Customer may on notice to
PanAmSat assign its rights and interests under this Agreement, in whole, to any
entity as part of that entity's acquisition of all or substantially all of
Customer's assets. As used in this

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                                      -18-

Section 10.4, assign shall mean to grant, sell, assign, encumber, otherwise
convey, license, lease, sublease, resell or permit the utilization of, directly
or indirectly, in whole or in part. Without implying any right to assign its
rights under this Agreement, Customer shall not be permitted to assign the
Customer's Transponder Capacity unless assignee executes an agreement in favor
of PanAmSat expressly agreeing that PanAmSat shall have the right to preempt the
use of and cancel the provision of Customer's Transponder Capacity after two (2)
hours' notice from PanAmSat as set forth in Section 5.3 and Article 16.

      10.4B Sublease Rights. Subject to the conditions stated herein, Customer
shall be permitted to sublease a portion of Customer's Transponder Capacity on a
full-time basis (i.e., 24 hours per day, seven days a week) for up to fifty
percent (50%) of the capacity on the Transponder on which Customer's Transponder
Capacity is located, provided that Customer shall provide such sublease through
digital channels on a multichannel per carrier (MCPC) system; and provided,
further that, (a) the services on the subleased channels on the MCPC system
operated by Customer (and not by a third party) share a common uplink signal,
common encryption and/or compression system, and common authorization method;
and (b) Customer is in full compliance with the terms of Section 1.4, above.
Customer shall be responsible to PanAmSat for any such third party use or
transmission to the same extent as it would be for Customer's own use or
transmissions and references in this Agreement with respect to Customer's
responsibilities to PanAmSat regarding Customer's use or transmissions shall be
interpreted accordingly. Customer shall require sublessees to comply with all
restrictions of this Agreement regarding use of the capacity and shall make
PanAmSat an express third party beneficiary entitled to enforce such
restrictions. In no event shall any sublease diminish PanAmSat's rights or
expand PanAmSat's obligations hereunder. No sublessee shall be deemed to be a
third party beneficiary of this Agreement nor shall any sublessee have any right
of action whatsoever against PanAmSat in any way related to its sublease or this
Agreement, and shall so acknowledge in its agreement with Customer to which
PanAmSat shall be a third party beneficiary. Without in any respect limiting
PanAmSat's rights and remedies against Customer, PanAmSat shall also, jointly
and severally, have all rights and remedies available to it against such a
sublessee as PanAmSat has against Customer to enforce PanAmSat's rights under
Article 4 hereto. Customer will pay to PanAmSat all reasonable expenses
(including reasonable attorney's fees) incurred in connection with PanAmSat's
enforcement against any sublessee and/or Customer arising out of any sublessee's
use of a portion of Customer's Transponder Capacity under a sublease. Nothing in
this Section 10.4B shall limit Customer's rights under Section 10.4A of this
Agreement.

      10.5 Successors. Subject to all the provisions concerning assignments,
above, this Agreement shall be binding on and shall inure to the benefit of any
successors and assigns of the parties;

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<PAGE>
                                      -19-

provided, that no assignment of this Agreement shall relieve either party of its
obligations to the other party. Any purported assignment by either party not in
compliance with the provisions of this Agreement shall be null and void and of
no force and effect.

      10.6 No Resale. Subject to Section 10.4, above, the Customer's Transponder
Capacity is provided for Customer's own use and in no event shall Customer be
permitted to resell in any manner the Customer's Transponder Capacity, in whole
or in part, to any other person or entity.

ARTICLE 11. CONFIDENTIALITY.

      11.1 Non-disclosure. PanAmSat and Customer shall hold in confidence the
information contained in or exchanged in connection with this Agreement.
Notwithstanding the foregoing, disclosure, on a confidential basis, by either
party is permitted: (a) to its principals, auditors, attorneys, investors,
lenders, insurance agents, and proposed and actual successors in interest after
any such party has agreed to safeguard such information of Customer or PanAmSat
and (b) to comply with law and enforce its rights and perform its obligations
under this Agreement after giving reasonable notice to the disclosing party of
such proposed disclosure.

ARTICLE 12. REPRESENTATIONS, WARRANTIES AND COVENANTS.

      Subject to the understanding that certain applications may be pending or
subsequently filed by PanAmSat with the FCC or other applicable governmental
entity as to which PanAmSat's obligations are set forth in Article 13, PanAmSat
and Customer each represents and warrants to, and agrees with, the other that:

      12.1 Authority. It has the right, power and authority to enter into and
perform its obligations under this Agreement.

      12.2 Partnership and Corporate Approvals. It has taken all requisite
partnership or corporate action, as applicable, to approve execution, delivery
and performance of this Agreement, and this Agreement constitutes a legal, valid
and binding obligation upon itself.

      12.3 Consents. The fulfillment of its obligations will not constitute a
material violation of any existing applicable law, rule, regulation or order of
any governmental authority, or contract to which it is subject. All public or
private consents, permissions, agreements, licenses or authorizations necessary
for the performance of its obligations under this Agreement to which it is
subject have been obtained, or it will use all reasonable efforts to obtain, in
a timely manner.

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                                      -20-

      12.4 No Broker. It does not know of any broker, finder or intermediary
involved in connection with the negotiations and discussions incident to the
execution of this Agreement, or of any broker, finder or intermediary who might
be entitled to a fee or commission upon the consummation of the transactions
contemplated by this Agreement.

ARTICLE 13. ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF PANAMSAT.

      13.1 Orbital Location. PanAmSat launches and operates its satellites under
the authority of the FCC. PanAmSat has submitted an application with the FCC for
authority to launch and operate Galaxy IRR in geostationary orbit at 133 degrees
West Longitude (the "Planned Orbital Location"). PanAmSat shall use such orbital
location (or, to the extent that PanAmSat obtains FCC authority to do so, any
location within five degrees of the Planned Orbital Location), unless prevented
by subsequent order of the FCC, in which event PanAmSat shall use such orbital
position closest to the range identified above that the FCC may designate.
Unless the Satellite is being replaced pursuant to Section 5.6 or taken out of
commercial operation pursuant to Section 7.3, PanAmSat shall use all reasonable
efforts to resist any move of the Satellite from outside the orbital range
specified above. In the event that PanAmSat changes the Satellite's orbital
location, such change shall not affect the continuing validity of this
Agreement, except to the extent such change prevents PanAmSat from providing
Customer's Transponder Capacity that meets the Performance Specifications, in
which event the termination provision set forth in Article 7 shall apply.

      13.2 Government Authorizations. PanAmSat shall use all reasonable efforts
to obtain and maintain all necessary U.S. govern-mental authorizations or
permissions to operate the Satellite and to comply in all material respects with
all FCC and other U.S. (and, to the extent that it may be required under its
U.S. authorizations, other) governmental regulations regarding the operation of
the Satellite.

      13.3 Tracking, Telemetry and Command Services. Tracking, telemetry and
command services will be provided by PanAmSat and/or its designated contractor
for the life of Galaxy IRR.

ARTICLE 14. MISCELLANEOUS.

      14.1 Applicable Law, Entire Agreement and Effectiveness. This Agreement
shall be interpreted according to the laws of the State of New York, U.S.A. and,
where applicable, subject to compliance with the laws, rules and regulations of
the United States without regard to any conflict of law provisions. Customer
agrees that service of process in any action or proceeding shall be deemed made

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<PAGE>
                                      -21-

upon receipt. This Agreement constitutes the entire agreement between the
parties and supersedes any and all prior or contemporaneous statements,
understandings, writings, commitments, or representations concerning its subject
matter. This Agreement may not be amended or modified in any way, and none of
its provisions may be waived, except by a prior writing signed by an authorized
officer of each party. This Agreement shall not be binding or effective on any
party until fully executed by both parties hereto.

      14.1A U.S. International Traffic in Arms Regulations ("ITAR")- U.S. Export
Control Restrictions. Notwithstanding anything in the Agreement to the contrary:
(a) the parties acknowledge and agree that if (i) Customer is a Foreign Person
or Entity (as defined below), (ii) the Agreement is assigned by Customer to a
Foreign Person or Entity (as defined below) or (iii) Customer otherwise requests
that PanAmSat provide information to a Foreign Person or Entity (as Customer
shall disclose in its request, to the best of its knowledge), PanAmSat's
disclosure of information under the Agreement shall be subject to compliance
with the laws, rules and regulations of the United States regarding export
restrictions ("U.S. Export Laws"), and that such U.S. Export Laws may prohibit,
limit or delay PanAmSat's ability to disclose information as otherwise required
under this Agreement; and (b) to the extent that any information disclosed by
PanAmSat to Customer under the Agreement is subject to U.S. Export Laws
(including, without limitation, the ITAR, 22 CFR Sections 120-130), Customer
shall handle such information in compliance with the applicable U.S. Export Laws
and shall not disclose, transfer or otherwise export (as defined in ITAR Section
120.17) such information to any foreign individual (including employees of
Customer), foreign corporation (including subsidiaries or affiliates of
Customer), foreign government or other foreign person (as defined in ITAR
Section 120.16), collectively herein, a "Foreign Person or Entity," except as
authorized by the applicable U.S. Export Control Law or by written authorization
of the U.S. government. This Section shall survive the termination of the
Agreement for any reason.

      14.2 Severability. Nothing contained in this Agreement shall be construed
so as to require the commission of any act contrary to law. If any provision of
this Agreement shall be invalid or unenforceable, the provisions of this
Agreement so affected shall be curtailed and limited only to the extent
necessary to permit compliance with the minimum legal requirements.

      14.3 No Third Party Beneficiary. The provisions of this Agreement are for
the benefit only of Customer and PanAmSat, and, except as may be provided under
Appendix E and Section 10.2, no third party may seek to enforce or benefit from
these provisions, except that both parties acknowledge and agree that the
non-interference requirements of Section 4.1 are intended for the benefit of
both PanAmSat and all other Protected Parties, and that the provisions of
Article 9 are intended for the benefit of the PanAmSat Group and that such
intended beneficiaries may separately, or in addition to the parties hereto,
seek to enforce such provisions.

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      14.4 Non-Waiver of Breach. Either party may specifically waive any breach
of this Agreement by the other party; provided, that no such waiver shall be
binding or effective unless in writing and signed by an authorized officer of
the party to be bound and no such waiver shall constitute a continuing waiver of
similar or other breaches. A waiving party may at any time, upon notice given in
writing to the breaching party, direct future compliance with the waived term or
terms of this Agreement, in which event the breaching party shall comply as
directed from such time forward.

      14.5 Notices.

            (a) Telephone Notices. For the purpose of receiving notices from
PanAmSat regarding preemption, interference or other technical problems,
including with respect to Transponder failure and restoration, Customer shall
maintain at each earth station transmitting signals to the Satellite a telephone
that is continuously staffed at all times during which Customer is transmitting
signals to the Satellite and an automatic facsimile machine in operation and
capable of receiving messages from PanAmSat at all times. THOSE PERSONS STAFFING
THE EARTH STATION, FOR THE PURPOSES OF RECEIVING SUCH MESSAGES FROM PANAMSAT,
MUST HAVE THE TECHNICAL CAPABILITY AND ABSOLUTE AUTHORITY IMMEDIATELY TO
TERMINATE OR MODIFY THE TRANSMISSION IF NOTIFIED BY PANAMSAT. PanAmSat shall
also maintain a telephone that is continuously staffed for the purposes of
receiving notices regarding the matters identified above. All such notices shall
be made in English and shall be effective upon the placement of a telephone call
from one party to the other. Each party shall promptly confirm all telephone
notices that may be given under this Agreement in writing in accordance with
Section 14.5(b) below.

            (b) General Notices. All notices and other communications from
either party to the other, except as otherwise stated in this Agreement, shall
be in English writing and shall be deemed received upon actual delivery or
completed facsimile addressed to the other party as follows:

To PanAmSat:

     If by mail or by personal delivery   20 Westport Road
     to its principal place of business:  Wilton, Connecticut 06897

                                          Attention:       General Counsel

     If by facsimile:                     Facsimile:       203-210-8683
                                          Telephone:       203-210-8000
                                          Attention:       General Counsel

With a copy to:

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                                      -23-

     If by mail or by personal            1600 Forbes Way,
     delivery to its principal place of   Long Beach, CA  90810
     business:

                                          Attention:   Associate General Counsel

     If by facsimile:                     Facsimile:   (310) 525-5801
                                          Telephone:   (310) 525-5802
                                          Attention:   Associate General Counsel

To Customer:

     If by mail or by personal            6740 Shady Oak Road
     delivery to its principal place of   Minneapolis, MN 55344
     business:                            Attention:   General Counsel

     If by facsimile:                     Facsimile:   (952) 943-6000
                                          Telephone:   (952) 943-6566
                                          Attention:   Bob Glassman

With a copy to:

     If by mail or by personal            6740 Shady Oak Road
     delivery to its principal place of   Minneapolis, MN 55344
     business:                            Attention:   James Meyer

     If by facsimile:                     Facsimile:   (952) 943-6000
                                          Telephone:   (952) 943-6566
                                          Attention:   James Meyer

Each party will advise the other of any change in the address, designated
representative or telephone or facsimile number.

      14.6 Headings. The descriptive headings of the Articles and Sections of
this Agreement are inserted for convenience only and do not constitute a part of
this Agreement.

      14.7 Documents. Each party agrees to provide information and to execute,
and, if necessary, to file with the appropriate governmental entities and
international organizations, such documents as the other party shall reasonably
request in order to carry out the purposes of this Agreement and/or for the
purpose of creating, perfecting, protecting or maintaining the security interest
conferred hereby to PanAmSat or its first priority in accordance with Section
10.1 above.

      14.8 Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, and all such counterparts together
shall constitute but one and the same instrument.

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<PAGE>
                                      -24-

ARTICLE 15. GALAXY REPLACEMENT PROTECTION DURING THE OPERATION OF GALAXY IRR

      (a) Definition. "Galaxy Replacement" shall mean a satellite that is
designated by PanAmSat as "Galaxy Replacement". "Galaxy Fleet Satellites" shall
mean only those satellites operated by PanAmSat and shall mean no more than six
(6) satellites: Galaxy IR, Galaxy IVR, Galaxy V, Galaxy XI, Galaxy IX, Galaxy XR
or their successor or replacements. Galaxy Replacement shall be "Available" if
each of the following conditions is satisfied: (i) Galaxy Replacement has been
launched successfully with at least twenty-two (22) C-band transponders meeting
its C-band transponder performance specifications, is in orbit and has not
itself suffered a "Catastrophic Failure", and has sufficient C-band transponders
on it that meet the C-band transponder performance specifications to satisfy
PanAmSat's backup commitment to Customer under this Agreement; and (ii) Galaxy
Replacement is not already located or required to be located in the orbital
position of another Galaxy Fleet Satellite for use as a replacement for such
Galaxy Fleet Satellite which has experienced a Late Delivery or Catastrophic
Failure (as defined for all Satellites pursuant to this Article 15).

      (b) In Orbit Protection From Galaxy Replacement. Subject to the regulatory
approval, PanAmSat plans to launch and/or operate a satellite to be designated
as Galaxy Replacement in order to provide actual, in orbit C-band protection for
the Galaxy Fleet Satellites, including without limitation, Galaxy IRR.

      (c) Use of Galaxy Replacement. Pursuant to Section 15(c) through Section
15(g), Customer shall have certain rights to lease transponders on Galaxy
Replacement, provided that Customer has paid the Monthly Fee for the Customer's
Transponder Capacity. If and when a C-band Transponder on Galaxy Replacement is
leased by Customer in accordance with Sections 15(c) through 15(g), Customer
shall continue to pay the Monthly Fee in accordance with Appendix A. Nothing
shall prevent PanAmSat from using Galaxy Replacement for other services or as a
backup for satellites not part of the Galaxy Fleet Satellites so long as, if
Galaxy Replacement is needed to backup Galaxy IRR in accordance with Sections
15(e) and 15(f) or the other Galaxy Fleet Satellites, then such other service or
use is preemptible. PanAmSat shall be entitled to use Galaxy Replacement only in
orbital positions within the domestic arc covering 74 degrees West Longitude
through and including 133 degrees West Longitude. Galaxy Replacement shall not
be moved to another orbital position at a rate faster than 1.5 degrees per day
unless backing up a failure of Galaxy IRR or another Galaxy Fleet Satellite
which has suffered a Late Delivery or Catastrophic Failure. PanAmSat shall have
the right, at its sole option, to operate Galaxy Replacement with an inactive
C-band payload on a standby mode, in which event PanAmSat will not be

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<PAGE>
                                      -25-

obligated to provide the protection without movement as set forth in Section
15(f), below. Customer understands that it shall have no in orbit protection in
connection with any use by Customer of any transponder on Galaxy Replacement
with the exception of spare equipment on board Galaxy Replacement.

      (d) Galaxy Replacement Information. If, after the Commencement Date
(meaning the successful delivery of Customer's Transponder Capacity on Galaxy
IRR, Customer's Transponder Capacity becomes a Failed Transponder for any
reason, PanAmSat shall provide to Customer, in a timely manner, then current:
(i) technical and operation information for Galaxy Replacement; and (ii)
estimated life expectancy and orbital positions(s) of Galaxy Replacement.

      (e) Use of Galaxy Replacement for Late Delivery and Catastrophic Failure.
In the event of a "Late Delivery" and/or a "Catastrophic Failure" of Galaxy IRR,
then the following shall occur:

            (i) PanAmSat, subject to FCC approval (which PanAmSat shall promptly
      use its best efforts to obtain), shall cause Galaxy Replacement, provided
      it is Available, to be moved to the orbital position of Galaxy IRR within
      fifteen (15) days of the earlier of notification to PanAmSat or PanAmSat's
      knowledge of such Late Delivery and/or Catastrophic Failure;

            (ii) Customer shall use one (1) C-band transponder on Galaxy
      Replacement and shall pay the Monthly Fee in accordance with Appendix A;
      and

            (iii) Customer shall continue such use of such Galaxy Replacement
      C-band transponder until the earlier to occur of: (x) the successful
      placement with the requisite number of Transponders meeting the
      Transponder Performance Specifications by PanAmSat of a replacement
      satellite in Galaxy IRR's orbital position; (y) the end of Galaxy
      Replacement's useful life; or (z) the end of the Capacity Term. PanAmSat
      agrees that the "Late Delivery" and/or "Catastrophic Failure" definitions
      for all Galaxy Fleet Satellites shall require the same level of failure
      for all other Galaxy Fleet Satellites for the purposes of determining
      whether PanAmSat is obligated to move Galaxy Replacement to a new orbital
      location.

      (f) Galaxy Replacement Protection Without Movement. If, after successful
delivery of Customer's Transponder Capacity on Galaxy IRR, Customer's
Transponder Capacity becomes a Failed Transponder and Galaxy IRR has not itself
suffered a Catastrophic Failure, then, the following shall occur:

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                                      -26-

            (i) If Galaxy Replacement is Available and has an active C-band
      payload, PanAmSat shall make available, and if PanAmSat does so make
      available, Customer shall have the right (at its option), provided that
      such C-band transponder on Galaxy Replacement is "non-committed" (as
      defined below), to lease one (1) C-band transponder on Galaxy Replacement.
      Customer shall have the right to lease such C-band transponder in whatever
      location Galaxy Replacement may then be; provided, that Customer commits
      to such a lease within thirty (30) days following the occurrence of the
      event giving rise to the right;

            (ii) Customer shall pay the Monthly Fee in accordance with Appendix
      A; and

            (iii) Customer shall continue such lease of such Galaxy Replacement
      C-band transponder until the earliest to occur of (w) the successful
      placement with the requisite number of Transponders meeting or exceeding
      the Transponder Performance Specifications by PanAmSat of a replacement
      satellite in Galaxy IRR's orbital position or the successful operation of
      Customer's Transponder Capacity in accordance with the Performance
      Specifications; (x) the end of Galaxy Replacement's useful life; (y) the
      movement or use of Galaxy Replacement in the event of a Late Delivery or
      Catastrophic Failure of any other Galaxy Fleet Satellite; or (z) the end
      of the Capacity Term. Any lease under this Section 15(f) shall terminate
      upon thirty (30) days written notice from Customer to PanAmSat to
      terminate such lease.

A C-band transponder on Galaxy Replacement shall be deemed to be "non-committed"
if such C-band transponder is not already being used by an entity having
priority over Customer pursuant to the exercise of its right to use such C-band
transponder as a result of payment to PanAmSat for an in orbit satellite backup
protection, in connection with its purchase, lease or use of a transponder or
transponders on a Galaxy Fleet Satellite.

      (g) Entitlement to Usage. If lessees of primary C-band transponders on any
Galaxy Fleet Satellite become simultaneously entitled to lease C-band
transponders on Galaxy Replacement, then the lessee of the primary C-band
transponder (or lessee's predecessor in interest) who first executed a
transponder purchase or lease agreement with PanAmSat for the purchase or lease
of primary transponder shall have a priority as to the Galaxy Replacement
transponders.

ARTICLE 16. PANAMSAT'S OPTION TO CANCEL THE LEASE OF CUSTOMER'S TRANSPONDER
CAPACITY

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                                      -27-

      16.1 Duration. PanAmSat may, at its option, cancel the lease of Customer's
Transponder Capacity (the "Option") pursuant to Section 16.2. The Option may be
exercised by PanAmSat at any time.

      16.2 Condition to Exercise the Option. PanAmSat may exercise the Option at
any time after it has determined, in its sole discretion, that such exercise is
necessary in order to enable PanAmSat to satisfy its obligations to furnish
Reserve Transponders to the Protected Parties of Primary Transponders on Galaxy
IRR, as set forth in various sections of this Agreement.

      16.3 Method of Option Exercise.

            (a) PanAmSat may give Customer notice of its exercise of the Option
at any time after the condition to exercise set forth in Section 16.2, above,
has been met and such notice shall be effective as of the times set forth below.

            (b) Notice shall be given by PanAmSat through one of its authorized
agents ("PanAmSat's Agents") to one of Customer's authorized agents ("Customer's
Agents") or to Customer's Authorized Address or Facsimile Number. Customer
agrees to have one or more of Customer's Agents available to receive such notice
at all times, seven days per week, 24 hours per day, during the duration of the
Option.

            (c) Notice shall be effective immediately if personally delivered in
writing or orally if followed-up with the subsequent confirmation in writing, or
if conveyed by telephone by one of PanAmSat's Agents to one of Customer's
Agents. Notice shall be effective upon actual delivery to Customer's Authorized
Address or Authorized Facsimile Number if by facsimile or by U.S. mail or by
Federal Express or any other established delivery service. Any oral notice shall
be confirmed in writing and delivered by PanAmSat's Agent within 24 hours of
giving such notice, but the effectiveness of such oral notice shall not be
dependent upon such written confirmation.

            (d) Customer's Agents and their telephone and facsimile numbers are
as follows:

Name                              Telephone Number

___________________               Office Telephone:      (______) ______-_______
                                  After Hours:           (______) ______-_______
                                  Home Telephone:        (______) ______-_______
                                  Facsimile:             (______) ______-_______

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                                      -28-

___________________               Office Telephone:      (______) ______-_______
                                  After Hours:           (______) ______-_______
                                  Home Telephone:        (______) ______-_______
                                  Facsimile:             (______) ______-_______

            (e) Customer's Authorized Address and Facsimile Number are as
follows:

                     ________________________________
                     ________________________________
                     ________________________________
                     Attention:   ___________________


                     Telephone:   ___________________

                     Facsimile:   ___________________

                     Attention:   ___________________

            (f) PanAmSat's Agents and their telephone and facsimile numbers are
as follows:

      Name or Position          Number

      Controller on Duty        Office Telephone: (800) 321-3959
                                Facsimile: (404) 381-2401

      J. Becerril               Office Telephone: (404) 381-2540
      Manager                   Home Telephone: (678) 289-5451
                                Facsimile: (404) 381-2428

      B. Symonds                Office Telephone: (404) 381-2402
      Director
                                Pager Telephone: (888) 536-9163
                                Facsimile: (404) 381-2330

            (g) Either Customer or PanAmSat may change its agents and Customer
may change its Authorized Address and Facsimile Number by giving the other party
notice in the manner set forth in this Section 16.3.

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                                      -29-

      16.4 Effect of Option Exercise. Immediately upon PanAmSat's notice to
Customer of PanAmSat' s exercise of the Option, as set forth in Section 16.3,
above, Customer's right to use the affected Customer's Transponder Capacity
shall automatically and without further action on Customer's or PanAmSat's part
cease.

      16.5 Obligations of Customer Upon Option Exercise. Upon PanAmSat's
exercise of the Option, Customer shall immediately discontinue all use of the
canceled Customer's Transponder Capacity and Customer shall immediately cause
its sublessees, successors, assigns, transferees and all their sublessees,
successors, assigns, and transferees (collectively referred to as "Assignees")
to discontinue use of the canceled Customer's Transponder Capacity immediately
upon exercise of the Option. Customer shall also execute such additional
documents as PanAmSat shall reasonably request in order to confirm or implement
the cancellation of Customer's Transponder Capacity provided for herein;
provided, however, that the execution of such additional documents by Customer
shall not be a condition precedent to the actual effectiveness of the
cancellation, since such cancellation shall, as set forth in Section 16.3,
above, be deemed to have occurred, for all purposes, immediately upon PanAmSat's
notice to Customer of the exercise of the Option, as set forth in Sections 16.3
and 16.4, above. Customer further agrees that if any Assignee does not
immediately cease the use of and relinquish all rights to the use of Customer's
Transponder Capacity canceled by PanAmSat upon its exercise of the Option, then
Customer shall immediately thereafter pursue all legal and equitable remedies
against said Assignee as are necessary to effectuate such cessation of use and
relinquishment of all rights to use such Customer's Transponder Capacity.
PanAmSat shall also have the right to preempt any and all use of Customer's
Transponder Capacity by Customer or Assignee after two (2) hours' notice to
Customer of exercise of the Option.

      16.6 Obligations of PanAmSat. PanAmSat agrees that it will not exercise
the Option unless it believes that such exercise is absolutely necessary in
order to enable PanAmSat to satisfy its obligations to the Protected Party of
Primary Transponders as set forth in this Agreement.

      16.7 Resolution and Disputes. If Customer does not believe PanAmSat was
justified in its belief that the exercise of the Option was necessary, as set
forth in Section 16.2, above, then Customer shall have the right to seek a
judicial determination of whether PanAmSat acted in bad faith in exercising the
Option. If a court of competent jurisdiction makes a final determination that
PanAmSat did, in fact, act in bad faith in exercising the Option, then
Customer's sole right shall be to obtain liquidated damages as set forth in this
Section 16.7. The liquidated damages to which Customer shall be entitled shall
be the higher of either: (a) $5,000* per day for each day that Customer was
wrongfully deprived of the use of the canceled Customer's Transponder Capacity;
or (b) the amount received by PanAmSat from all third parties for such third
parties' use of the wrongfully canceled Customer's Transponder Capacity for each

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                                      -30-

day that Customer was wrongfully deprived of the use of the wrongfully canceled
Customer's Transponder Capacity. Except for the remedies and damages
specifically provided for in this Section 16.7, the limitations of liability set
forth in Article 9 shall apply. Customer shall not be entitled to a court order
requiring PanAmSat to return Customer the right to lease the Transponder or
Transponders that were taken in bad faith by PanAmSat.

      16.8 Cessation of Fees. Upon cancellation under this Section 16, Customer
shall cease paying the Monthly Fee for such canceled Customer's Transponder
Capacity. PanAmSat shall promptly refund to Customer a portion of any prepaid
Monthly Fee applicable for the canceled Customer's Transponder Capacity.

ARTICLE 17. TERMINATION OF THE GALAXY IR RESERVE TRANSPONDER LEASE AGREEMENT.

      Concurrently with the execution of this Agreement, the parties shall enter
into that certain termination agreement pursuant to which effective November 1,
2004, the Galaxy IR Agreement is terminated.

      Each of the parties has duly executed and delivered this Agreement as of
the Execution Date.

VALUEVISION MEDIA, INC.              PANAMSAT CORPORATION

By: /s/ WILLIAM LANSING              By: /s/ MICHAEL ANTONOVICH
    ----------------------               -------------------------------
Name: WILLIAM LANSING                Name: MICHAEL ANTONOVICH
Title: CEO                           Title: EXECUTIVE VICE PRESIDENT

                                     AND

                                     By: /s/ MICHAEL J. INGLESE
                                         ----------------------
                                     Name: MICHAEL J. INGLESE
                                     Title: EXECUTIVE VICE PRESIDENT AND CFO

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<PAGE>

                               LIST OF APPENDICES

A.    Customer's Transponder Capacity and Payment Schedule

B.    Technical Appendix
                B-1 GIRR
                B-2 GIX

C.    Operational Requirements

D.    Agreement for Transition Period

E.    Priority List

F.    Sample Subordination Provision

G.    Pre-Approved Transmission Plan(s)

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<PAGE>

                                                                      APPENDIX A

            CUSTOMER'S TRANSPONDER CAPACITY AND PAYMENT SCHEDULE FOR

                             VALUEVISION MEDIA, INC.

<TABLE>
<CAPTION>
                                              MONTHLY FEE PER TRANSPONDER *
SATELLITE     BAND    MHz    DOWNLINK BEAM      (OR TRANSPONDER SEGMENT)
----------    ----    ---    -------------    -----------------------------
<S>           <C>     <C>    <C>              <C>
Galaxy IRR     C      36         CONUS                  US$85,000

</TABLE>

*The Monthly Fee includes the fee for TT&C services ($10,000) and the fee for
backup protection services as set forth in Article 15. The Monthly Fee will be
reduced by $20,000 per month if and so long as Galaxy Replacement is not
Available (as defined in Article 15 below) or when Customer is using a
transponder on Galaxy Replacement under Article 15. For the avoidance of doubt,
if, and when, prior to the end of the Capacity Term, Galaxy Replacement becomes
Available after having been not Available, such $20,000 reduction shall
prospectively cease to be in effect. For the first six (6) months after the
Commencement Date, the Monthly Fee shall be $0, and there shall be no reduction
whatsoever in the event that Galaxy Replacement is not Available.

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<PAGE>

                                  APPENDIX B-1

                               TECHNICAL APPENDIX

                             SATELLITE INFORMATION

SATELLITE:                                               GALAXY IRR
PLANNED ORBITAL LOCATION:                        133 DEGREES WEST LONGITUDE
UPLINK BEAM/BAND:                                   NORTH AMERICA/C-BAND
DOWNLINK BEAM/BAND:                                 NORTH AMERICA/C-BAND
NOMINAL TRANSPONDER BANDWIDTH (AND ASSOCIATED               36 MHz
SPARES):
CUSTOMER'S TRANSPONDER CAPACITY ALLOCATION:                 36 MHz

1.0 INTRODUCTION. This Technical Appendix contains the Performance
Specifications for the C-Band transponders assigned to the Galaxy IRR C-Band
North America Uplink beam - North America Downlink beam. As described further
herein the specifications are applicable to a 36 MHz transponder and associated
spares as noted, if available.

2.0 SATELLITE PERFORMANCE CHARACTERISTICS

------------------------------------------------------------
                      Longitude Tolerance:   +/-0.05 degrees
ORBITAL TOLERANCES:  ----------------------  ---------------
                     Inclination Tolerance:  +/-0.05 degrees
------------------------------------------------------------

2.1 Communication Antenna Pointing: The Satellite will maintain the orientation
of its communications antenna relative to the earth such that the EIRP, G/T and
SFD described in Section 3.1 are maintained.

Appendix B-1
Galaxy IRR C-Band North America Beam
Technical Appendix

                                       B-1

<PAGE>

3.0 COMMUNICATION SYSTEM PERFORMANCE CHARACTERISTICS

3.1 EIRP, G/T and SFD Performance Specifications. PanAmSat specifies nominal
full transponder performance values for EIRP, G/T and SFD for selected cities
within the C-Band North America Uplink beam - North America Downlink beam of the
Satellite as given below.

<TABLE>
<CAPTION>
                      EIRP dBW             G/T dB/K            SFD dBW/m(2)
   LOCATION      [Notes 1, 2, 3, 5]  [Notes 1, 3, 4, 5]  [Notes 1, 2, 3, 4, 5]
   --------      ------------------  ------------------  ---------------------
<S>              <C>                 <C>                 <C>
Anchorage, AK           39.6                -3.7                 -71.3
Atlanta, GA             41.1                 1.3                 -76.3
Houston, TX             40.4                 0.2                 -75.2
Los Angeles, CA         41.2                 0.8                 -75.8
Miami, FL               39.9                -0.9                 -74.1
New York, NY            40.6                 0.7                 -75.7
Seattle, WA             40.2                 0.9                 -75.9
</TABLE>

Note (1): Values apply at the center frequency of any transponder.

Note (2): Values reflect full transponder single carrier saturation.

Note (3): With the primary common input section components and primary power
          amplifier.

Note (4): Values apply with the channel control unit configured in the minimum
          gain state (30 dB attenuator switched in).

Note (5): All values are predicted and accurate to +/- 1 dB.

3.1.1 Estimated EIRP, G/T and SFD in Locations Other Than Specified Cities. In
addition to the values indicated above, Figure B-1 provides the EIRP contours
for the Satellite Downlink Beams. Figure B-2 provide G/T contours for the
Satellite Uplink Beams. These contours permit the user to estimate EIRP and G/T
for other locations within the overall footprint. Estimated minimum beam center
EIRP for the Transponders is 41.5 dBW +/-1.0 dBW. Estimated minimum beam center
G/T for the Transponders is 1.5 dB/K. The SFD (0 dB attenuation, and at the 0.0
dB/K contour) is - 105 dBW/m(2) .

Note: Beam center values are based on the specific beam patterns attached.
      The contours are provided for estimation purposes only; the
      Performance Specification is based solely on the values for specific
      locations provided in Section 3.1. It is recommended that a 1 dB
      margin be included when utilizing the contours.

Appendix B-1
Galaxy IRR C-Band North America Beam
Technical Appendix

                                       B-2

<PAGE>

 Figure B-1. Galaxy 1RR Predicted C-Band Horizontal and Vertical Downlink Beam

                                     [MAP]

       Galaxy 1RR Predicted C-Band Horizontal and Vertical EIRP Contours
                        (41, 40, 39, 38, 37, 36, 34 dBW)

Appendix B-1
Galaxy IRR C-Band North America Beam
Technical Appendix

                                       B-3

<PAGE>

  Figure B-2. Galaxy 1RR Predicted C-Band Horizontal and Vertical Uplink Beam

                                     [MAP]

        Galaxy 1RR Predicted C-Band Horizontal and Vertical G/T Contours
                          (1, 0, -1, -2, -4, -7 dB/K)

Appendix B-1
Galaxy IRR C-Band North America Beam
Technical Appendix

                                       B-4

<PAGE>

3.1.2 Saturation. For the purposes of this Specification, saturation is defined
as the point on the single carrier power-out versus power-in transfer curve
corresponding to the operating point that provides the specified EIRP output
power and simultaneously meets the required linearity. All values listed in
Section 3.1 are at full transponder saturation.

3.1.3 Two Carrier and Multi-carrier Operation. The values provided in Sections
3.1 and 3.1.1 are based on the occupancy of the Transponder by a single carrier.
For operation in dual carrier mode, the following input and output back-off
requirements must be met:

<TABLE>
<CAPTION>
    Mode                      Output                  Input
    ----                      ------                  -----
<S>                      <C>                        <C>
Two Carrier              1.6 dB/composite           [See Note 1]
                         4.6 dB/carrier
</TABLE>

Note(1): Output backoff is controlling value. Input backoff estimate to be
         supplied based on final translation curves obtained at spacecraft
         test. Input backoff operationally may be adjusted to achieve
         required output backoff.

Accordingly, an 18 MHz dual carrier digital video operation must be conducted at
a level determined by the following formula:

                   EIRP(CARRIER) = EIRP(SAT) - Output Back-off

While subject to final approval by PanAmSat based on the specific Transponder
configuration, in general multi-carrier operations (3 or more QPSK carriers)
must be conducted with a composite output and input back-off meeting the
following specifications:

<TABLE>
<CAPTION>
     Mode                 Output               Input
     ----                 ------               -----
<S>                  <C>                    <C>
Multi Carrier        3.5 dB/composite       [See Note 1]
</TABLE>

For shared use Transponders, additional power constraints may be imposed in
order to reduce the generation of intermodulation of other spurious signals.

Appendix B-1
Galaxy IRR C-Band North America Beam
Technical Appendix

                                       B-5

<PAGE>

3.1.4 Input Attenuators. The gain of each Transponder is adjustable by ground
command over a range of 0 to 30 dB in 1 dB increments. The gain setting for each
Transponder can be chosen by the Customer and must take into consideration the
need to limit co-channel and adjacent satellite interference.

3.1.5 SFD Gain Stability. The SFD shall not vary by more than +/- 1.5 dB over
      any 24 hour period and +/- 4.0 dB over the life of the Satellite for the
      specified cities listed in Section 3.1, assuming the following:

      a)    Including the gain variations of the transponder.

      b)    Exluding the use of ground commandable gain.

      c)    Excluding effects of spacecraft attitude errors.

      d)    Including antenna thermal distortion.

3.1.6 EIRP Change Due to Redundant Power Amplifier. When any transponder is
      switched from its primary HPA to an adjacent HPA, the transponder output
      power shall not decrease by more than 0.5 dB relative to the EIRP using
      the primary power amplifier. This requirement does not apply when a
      redundant HPA chain is switched from one antenna polarization to the other
      polarization.

3.2   Satellite Communication System Expected Performance

3.2.1 Cross Polarization. Cross polarization isolation between co-frequency
Transponders is expected to be a minimum of 27.0 dB for most locations within
the -3 dB downlink/uplink gain contour (relative to Beam center).

3.2.2 Nominal Channel Frequencies, Polarization and Passband. Each Transponder
in the Beam shall have the Nominal Tansponder Bandwidth specified above using
the frequencies and polarizations shown below. PanAmSat reserves the right to
assign and/or reassign Customer's space segment allocation (and its other
customer's space segment allocations) within the Transponder or to other
Transponders within the applicable Uplink and/or Downlink Beam of the Satellite
in order to minimize mutual interference between adjacent satellites, to ensure
compliance with applicable coordination agreements with other networks, and/or
to permit efficient loading of the Satellite. Except in emergency circumstances,
PanAmSat shall notify Customer of any changes to its initial allocation as soon
as reasonably practicable prior to such change and shall use reasonable efforts
to minimize disruption to Customer's Transponder Capacity during any such
change.

Appendix B-1
Galaxy IRR C-Band North America Beam
Technical Appendix

                                       B-6

<PAGE>

                         SATELLITE/BEAM FREQUENCY PLAN

<TABLE>
<CAPTION>
                               Uplink Center                        Downlink Center    Downlink
Transponder  Bandwidth (MHz)  Frequency (MHz)  Uplink Polarization  Frequency (MHz)  Polarization
-----------  ---------------  ---------------  -------------------  ---------------  ------------
<S>          <C>              <C>              <C>                  <C>              <C>
     1C            36              5945             Vertical              3720        Horizontal
     2C            36              5965            Horizontal             3740        Horizontal
     3C            36              5985             Vertical              3760        Horizontal
     4C            36              6005            Horizontal             3780         Vertical
     5C            36              6025             Vertical              3800        Horizontal
     6C            36              6045            Horizontal             3820         Vertical
     7C            36              6065             Vertical              3840        Horizontal
     8C            36              6085            Horizontal             3860         Vertical
     9C            36              6105             Vertical              3880        Horizontal
     10C           36              6125            Horizontal             3900         Vertical
     11C           36              6145             Vertical              3920        Horizontal
     12C           36              6165            Horizontal             3940         Vertical
     13C           36              6185             Vertical              3960        Horizontal
     14C           36              6205            Horizontal             3980         Vertical
     15C           36              6225             Vertical              4000        Horizontal
     16C           36              6245            Horizontal             4020         Vertical
     17C           36              6265             Vertical              4040        Horizontal
     18C           36              6285            Horizontal             4060         Vertical
     19C           36              6305             Vertical              4080        Horizontal
     20C           36              6325            Horizontal             4100         Vertical
     21C           36              6345             Vertical              4120        Horizontal
     22C           36              6365            Horizontal             4140         Vertical
     23C           36              6385             Vertical              4160        Horizontal
     24C           36              6405            Horizontal             4180         Vertical
</TABLE>

3.2.3 Frequency Translation. The communication system translates uplink
      transmissions by a net frequency subtraction of 2225 MHz. The net
      translation error is not expected to exceed +/- 25 kHz over the operating
      lifetime of the satellite, with variations over any 24 hour period not to
      exceed +/- 3 kHz.

Appendix B-1
Galaxy IRR C-Band North America Beam
Technical Appendix

                                       B-7

<PAGE>

3.2.4 Frequency Response. For carrier levels between single carrier saturation
      and 15 dB below single carrier saturation, the output power of each
      transponder under single carrier operation conditions and excluding
      adjacent channel multipath effects, shall not vary by more than the
      following:

<TABLE>
<CAPTION>
  Frequency from          Maximum Transponder Output
Channel Center ( MHz)  Power Variation, Peak-to-Peak (dB)
---------------------  ----------------------------------
<S>                    <C>
       +/- 18.0                      2.0
       +/- 25.0                     49.0
       +/- 30.0                     64.0
</TABLE>

Note: All values are nominal and accurate to +/- 0.5 dB.

3.2.5 Total Group Delay. The maximum total group delay in any Transponder
      relative to the value at channel center, excluding adjacent Transponder
      multipath delay, and measured between the input to the receive antenna and
      the output of the transmit antenna, shall be less than the values listed
      below.

<TABLE>
<CAPTION>
   Frequency from
Channel Center ( MHz)  Total Group Delay (ns)
---------------------  ----------------------
<S>                    <C>
      +/-  4.0                   5.0
      +/- 12.0                  15.0
      +/- 18.0                  90.0
</TABLE>

Note: All values are nominal and accurate to +/- 10%.

3.2.6 Transponder Amplitude Linearity. In any Transponder the carrier to third
      order intermodulation ratio shall be equal to or greater than those values
      shown below for the primary channel amplifier. The input back-off shown is
      for each of two equal power carriers relative to single carrier
      saturation. A degradation of 0.5 dB shall be allowed at each output level
      for any channel other than the primary.

<TABLE>
<CAPTION>
  Total Output Backoff
Level Relative to Single
 Carrier Saturation, dB   Carrier/3rd Order Intermod
 ----------------------   --------------------------
<S>                       <C>
            -2                           18.0
            -3                           24.0
            -4                           29.0
-6 (for reference only)                 >30.0
</TABLE>

Note: All values are nominal and accurate to +/- 1 dB.

END OF APPENDIX B-1

Appendix B-1
Galaxy IRR C-Band North America Beam
Technical Appendix

                                       B-8

<PAGE>

                                  APPENDIX B-2

                               TECHNICAL APPENDIX

                             SATELLITE INFORMATION

SATELLITE:                                            GALAXY IX
PLANNED ORBITAL LOCATION:                      127 DEGREES WEST LONGITUDE
UPLINK BEAM/BAND:                              US AND CARIBBEAN / C-BAND
DOWNLINK BEAM/BAND:                            US AND CARIBBEAN / C-BAND
NOMINAL TRANSPONDER BANDWIDTH (AND ASSOCIATED          36 MHz
SPARES):
CUSTOMER'S TRANSPONDER CAPACITY ALLOCATION:            36 MHz

1.0 INTRODUCTION. This Technical Appendix contains the Performance
Specifications for the C-Band transponders assigned to the Galaxy IX C-Band US
and Caribbean Uplink beam - US and Caribbean Downlink beam. As described further
herein the specifications are applicable to a 36 MHz transponder and associated
spares as noted, if available.

2.0 SATELLITE PERFORMANCE CHARACTERISTICS

-----------------------------------------------------------
                     Longitude Tolerance:   +/-0.1 degrees
ORBITAL TOLERANCES:  ----------------------  --------------
                     Inclination Tolerance:  +/-0.1 degrees
-----------------------------------------------------------

2.1 Communication Antenna Pointing: The Satellite will maintain the orientation
of its communications antenna relative to the earth such that the EIRP, G/T and
SFD described in Section 3.1 are maintained.

Appendix B-2
Galaxy IX C-Band US and Caribbean Beam
Technical Appendix

                                       B-1

<PAGE>

3.0 COMMUNICATION SYSTEM PERFORMANCE CHARACTERISTICS

3.1 EIRP, G/T and SFD Performance Specifications. PanAmSat specifies nominal
full transponder performance values for EIRP, G/T and SFD for selected cities
within the C-Band North America Uplink beam - North America Downlink beam of the
Satellite as given below.

<TABLE>
<CAPTION>
                                                                (H)          (V)
                   (H)         (V)       (H)        (V)         SFD          SFD
                   EIRP        EIRP      G/T        G/T         dBW/         dBW/
                   dBW         dBW       dB/K       dB/K        m(2)         m(2)
                 [Notes 1,  [Notes 1,  [Notes 1,  [Notes 1,   [Notes 1,    [Notes 1,
   LOCATION      2, 3, 5]   2, 3, 5]   3, 4, 5]   3, 4, 5]   2, 3, 4, 5]  2, 3, 4, 5]
---------------  --------   --------   --------   --------   -----------  -----------
<S>              <C>        <C>        <C>        <C>        <C>          <C>
Atlanta, GA        39.4        38.5        5.4       0.4       -83.4        -74.4
Houston, TX        38.9        38.4        2.9       1.8       -80.9        -75.8
Los Angeles, CA    38.5        38.7        3.4         0       -81.4          -74
Miami, FL          37.2        37.1        3.1      -2.7       -81.1        -71.3
New York, NY       38.5        38.0          4       0.7         -82        -74.7
Seattle, WA        37.9        37.8        3.9       0.8       -81.9        -74.8
</TABLE>

Note (1): Values apply at the center frequency of any transponder.

Note (2): Values reflect full transponder single carrier saturation.

Note (3): With the primary common input section components and primary
          power amplifier.

Note (4): Values apply with the channel control unit configured in the
          minimum gain state (14 dB attenuator switched in).

Note (5): All values are representative and accurate to +/- 1 dB.

3.1.1 Estimated EIRP, G/T and SFD in Locations Other Than Specified Cities. In
addition to the values indicated above, Figures B-1 and B-2 provide EIRP
contours for the Satellite Downlink Beams. Figures B-3 and B-4 provide G/T
contours for the Satellite Uplink Beams. These contours permit the user to
estimate EIRP and G/T for other locations within the overall footprint.
Estimated minimum beam center EIRP for the Transponders is 39.0 dBW for the U.S.
and Caribbean beam. Estimated minimum beam center G/T for the transponders is
5.0 dB/K (Horizontal polarization) and 3.0 dB/K (Vertical polarization) and the
SFD (no attenuators and at the 0.0 dB/K G/T contour) is -92.0 dBW/m(2)
(Horizontal polarization) and -88.0 dBW/m(2) (Vertical polarization).

Note: Beam center values are based on the specific beam patterns attached.
      The contours are provided for estimation purposes only; the
      Performance Specification is based solely on the values for specific
      locations provided in Section 3.1. It is recommended that a 1 dB
      margin be included when utilizing the contours.

Appendix B-2
Galaxy IX C-Band US and Caribbean Beam
Technical Appendix

                                       B-2

<PAGE>

        Figure B-1. Galaxy IX U.S. and Caribbean C-Band Horizontal Beam
                                  EIRP Contour

                                      [MAP]

           GALAXY IX @ 127 DEGREES WL C-BAND HORIZONTAL DOWNLINK BEAM
               (Contours 39, 38, 37, 36, 35, 34, 33, 32, 30 dBW)

Appendix B-2
Galaxy IX C-Band US and Caribbean Beam
Technical Appendix

                                       B-3

<PAGE>

         Figure B-2. Galaxy IX U.S. and Caribbean C-Band Vertical Beam
                                  EIRP Contour

                                     [MAP]

            GALAXY IX @ 127 DEGREES WL C-BAND VERTICAL DOWNLINK BEAM
               (Contours 39, 38, 37, 36, 35, 34, 33, 32, 30 dBW)

Appendix B-2
Galaxy IX C-Band US and Caribbean Beam
Technical Appendix

                                       B-4

<PAGE>

        Figure B-3. Galaxy IX U.S. and Caribbean C-Band Horizontal Beam
                                  G/T Contour

                                     [MAP]

            GALAXY IX @ 127 DEGREES WL C-BAND HORIZONTAL UPLINK BEAM
                      (Contours 5, 4, 3, 2, 0, -2, -4, -6, -8 dB/K)

Appendix B-2
Galaxy IX C-Band US and Caribbean Beam
Technical Appendix

                                       B-5

<PAGE>

         Figure B-4. Galaxy IX U.S. and Caribbean C-Band Vertical Beam
                                  G/T Contour

                                     [MAP]

             GALAXY IX @ 127 DEGREES WL C-BAND VERTICAL UPLINK BEAM
                   (Contours 3, 2, 1, 0, -2, -4, -6, -8 dB/K)

Appendix B-2
Galaxy IX C-Band US and Caribbean Beam
Technical Appendix

                                       B-6

<PAGE>

3.1.2 Saturation. For the purposes of this Specification, saturation is defined
as the point on the single carrier power-out versus power-in transfer curve
corresponding to the operating point that provides the specified EIRP output
power and simultaneously meets the required linearity. All values listed in
Section 3.1 are at full transponder saturation.

3.1.3 Two Carrier and Multi-carrier Operation. The values provided in Sections
3.1 and 3.1.1 are based on the occupancy of the Transponder by a single carrier.
For operation in dual carrier mode, the following input and output back-off
requirements must be met:

<TABLE>
<CAPTION>
    Mode              Output         Input(see Note 1)
    ----              ------         -----------------
<S>              <C>                 <C>
Two Carrier      1.6 dB/composite    0.0/composite
                 4.6 dB/carrier
</TABLE>

Note (1): Output backoff is controlling value Input backoff operationally
may be adjusted to achieve required output backoff.

Accordingly, an 18 MHz dual carrier digital video operation must be conducted at
a level determined by the following formula:

                   EIRP(CARRIER) = EIRP(SAT) - Output Back-off

While subject to final approval by PanAmSat based on the specific Transponder
configuration, in general multi-carrier operations (3 or more QPSK carriers)
must be conducted with a composite output and input back-off meeting the
following specifications:

<TABLE>
<CAPTION>

     Mode              Output         Input(see Note 1 above)
     ----              ------         -----------------------
<S>                 <C>               <C>
Multi Carrier       4.6 dB/composite       8.0/composite
</TABLE>

For shared use Transponders, additional power constraints may be imposed in
order to reduce the generation of intermodulation of other spurious signals.

Appendix B-2
Galaxy IX C-Band US and Caribbean Beam
Technical Appendix

                                       B-7

<PAGE>

3.1.4 Input Attenuators. The gain of each Transponder is adjustable by ground
command over a range of 0 to 14dB in 2 dB increments. The gain setting for each
Transponder can be chosen by the Customer and must take into consideration the
need to limit co-channel and adjacent satellite interference.

3.1.5 SFD Gain Stability. The SFD shall not vary by more than +/- 1.5 dB over
      any 24 hour period and +/- 4.0 dB over the life of the Satellite for the
      specified cities listed in Section 3.1, assuming the following:

      a)    Including the gain variations of the transponder.

      b)    Exluding the use of ground commandable gain.

      c)    Excluding effects of spacecraft attitude errors.

3.1.6 EIRP Change Due to Redundant Power Amplifier. When any transponder is
      switched from its primary HPA to an adjacent HPA, the transponder output
      power shall not decrease by more than 0.5 dB relative to the EIRP using
      the primary power amplifier.

3.1.7 Gain Change Due to First Redundant Receiver. When the first redundant
      receiver is substituted for a primary receiver, the gain of the affected
      transponders shall not decrease by more than 0.5 dB.

3.2   Satellite Communication System Expected Performance

3.2.1 Cross Polarization. Cross polarization isolation between co-frequency
      Transponders is expected to be a minimum of 27.0 dB for most locations
      within the -3 dB downlink/uplink gain contour (relative to Beam center).

3.2.2 Nominal Channel Frequencies, Polarization and Passband. Each Transponder
      in the Beam shall have the Nominal Tansponder Bandwidth specified above
      using the frequencies and polarizations shown below. PanAmSat reserves the
      right to assign and/or reassign Customer's space segment allocation (and
      its other customer's space segment allocations) within the Transponder or
      to other Transponders within the applicable Uplink and/or Downlink Beam of
      the Satellite in order to minimize mutual interference between adjacent
      satellites, to ensure compliance with applicable coordination agreements
      with other networks, and/or to permit efficient loading of the Satellite.
      Except in emergency circumstances, PanAmSat shall notify Customer of any
      changes to its initial allocation as soon as reasonably practicable prior
      to such change and shall use reasonable efforts to minimize disruption to
      Customer's Transponder Capacity during any such change.

Appendix B-2
Galaxy IX C-Band US and Caribbean Beam
Technical Appendix

                                       B-8

<PAGE>

                         SATELLITE/BEAM FREQUENCY PLAN

<TABLE>
<CAPTION>
                                 Uplink Center                        Downlink Center    Downlink
Transponder    Bandwidth (MHz)  Frequency (MHz)  Uplink Polarization  Frequency (MHz)  Polarization
-----------    ---------------  ---------------  -------------------  ---------------  ------------
<S>            <C>              <C>              <C>                  <C>              <C>
     1C             36               5945            Horizontal            3720         Vertical
     2C             36               5965             Vertical             3740         Horizontal
     3C             36               5985            Horizontal            3760         Vertical
     4C             36               6005             Vertical             3780         Horizontal
     5C             36               6025            Horizontal            3800         Vertical
     6C             36               6045             Vertical             3820         Horizontal
     7C             36               6065            Horizontal            3840         Vertical
     8C             36               6085             Vertical             3860         Horizontal
     9C             36               6105            Horizontal            3880         Vertical
     10C            36               6125             Vertical             3900         Horizontal
     11C            36               6145            Horizontal            3920         Vertical
     12C            36               6165             Vertical             3940         Horizontal
     13C            36               6185            Horizontal            3960         Vertical
     14C            36               6205             Vertical             3980         Horizontal
     15C            36               6225            Horizontal            4000         Vertical
     16C            36               6245             Vertical             4020         Horizontal
     17C            36               6265            Horizontal            4040         Vertical
     18C            36               6285             Vertical             4060         Horizontal
     19C            36               6305            Horizontal            4080         Vertical
     20C            36               6325             Vertical             4100         Horizontal
     21C            36               6345            Horizontal            4120         Vertical
     22C            36               6365             Vertical             4140         Horizontal
     23C            36               6385            Horizontal            4160         Vertical
     24C            36               6405             Vertical             4180         Horizontal
</TABLE>

3.2.3 Frequency Translation. The communication system translates uplink
      transmissions by a net frequency subtraction of 2225 MHz. The net
      translation error is not expected to exceed +/- 25 kHz over the operating
      life time of the satellite, with variations over any 24 hour period not to
      exceed +/- 3 kHz.

3.2.4 In-Band Frequency Response. For carrier levels between single carrier
      saturation and 10 dB below single carrier saturation, the output power of
      each transponder under single carrier operation conditions and excluding
      adjacent channel multipath effects, shall not vary by more than the
      following:

<TABLE>
<CAPTION>
   Frequency from         Maximum Transponder Output
Channel Center ( MHz)  Power Variation, Peak-to-Peak (dB)
---------------------  ----------------------------------
<S>                    <C>
      +/- 18.0                       2.0
      +/- 25.0                      35.0
      +/- 30.0                      60.0
</TABLE>

Note: All values are nominal and accurate to +/- 0.5 dB.

Appendix B-2
Galaxy IX C-Band US and Caribbean Beam
Technical Appendix

                                       B-9

<PAGE>

3.2.5 Total Group Delay. The maximum total group delay in any Transponder
      relative to the value at channel center, excluding adjacent Transponder
      multipath delay, and measured between the input to the receive antenna and
      the output of the transmit antenna, shall be less than the values listed
      below.

<TABLE>
<CAPTION>
   Frequency from
Channel Center (MHz)   Total Group Delay (ns)
---------------------  ----------------------
<S>                    <C>
     +/-  4.0                   8.0
     +/- 12.0                  26.0
     +/- 18.0                  94.0
</TABLE>

Note: All values are nominal and accurate to +/- 10%.

3.2.6 Transponder Amplitude Linearity. In any Transponder the carrier to third
      order intermodulation ratio shall be equal to or greater than those values
      shown below for the primary channel amplifier. The input back-off shown is
      for each of two equal power carriers relative to single carrier
      saturation. A degradation of 0.5 dB shall be allowed at each output level
      for any channel other than the primary.

<TABLE>
<CAPTION>
  Total Output Backoff
Level Relative to Single
 Carrier Saturation, dB   Carrier/3rd Order Intermod
 ----------------------   --------------------------
<S>                       <C>
            0                         8
           -7                        14
          -14                        24
</TABLE>

Note: All values are nominal and accurate to +/- 1 dB.

END OF APPENDIX B-2

Appendix B-2
Galaxy IX C-Band US and Caribbean Beam
Technical Appendix

                                      B-10
<PAGE>

                                                                      APPENDIX C

                   EARTH STATION AND OPERATIONAL REQUIREMENTS
  FOR ANALOG AND DIGITAL SERVICES VIA PANAMSAT C-BAND AND KU-BAND TRANSPONDERS

1.0 INTRODUCTION. This document contains the earth station requirements and
associated operational procedures for transmission via C-band and Ku-band
transponders on all PanAmSat satellites (collectively, the "Operational
Requirements"). These Operational Requirements may be modified from time to time
by PanAmSat, in its reasonable discretion. Unless otherwise expressly defined
herein, defined terms shall have the meanings ascribed to them in the applicable
Agreement.

2.0 EARTH STATION REQUIREMENTS.

2.1 Earth Station EIRP. The required earth station Equivalent Isotropic Radiated
Power (EIRP) per carrier is a function of the following:

      (1)   the satellite receiver sensitivity (G/T),

      (2)   the outage margin provided,

      (3)   the location of the transmit and receive earth stations within the
            uplink and downlink beams, and,

      (4)   the loading of the transponder (i.e., the number, type and frequency
            assignment of the various carriers within the transponder).

For full saturated transponder allocations, earth stations must be capable of
transmitting a modulated carrier with an EIRP sufficient to achieve the nominal
satellite SFD given in the Technical Appendix with a margin of at least 2 dB.

For partial transponder allocations, the actual assigned operating EIRP for a
given earth station will be specified in the Technical Appendix, taking into
account the actual transponder performance and loading prior to the time of the
transmission.

2.2 EIRP Stability. The EIRP in the direction of the Satellite must, under clear
sky conditions, be maintained to within +/-0.5 dB of the assigned operating
EIRP; provided, however, in the event that the transponder transmitted to has
multiple carriers, additional EIRP variation may be permitted, upon approval of
PanAmSat. Under no circumstances may the EIRP exceed the assigned value by more
than 1 dB.

2.3 Earth Station Transmit Gain Requirement. The gain of the transmit antenna
must be sufficient to yield the maximum EIRP, as defined in Section 2.1, with a
maximum carrier power level at the transmit feed to be determined by
coordination agreements reached by PanAmSat with other networks. If antenna size
resulting from above requirement is excessive, PanAmSat may reduce requirement
provided that adjacent satellite flux density limits are maintained. The uplink
power of TV carriers, as measured at the transmit earth station antenna feed,
shall not exceed any limits specified in this document.

2.4 HPA Requirement. In determining the HPA size for a given earth station, it
is necessary not only for each earth station to meet the maximum EIRP
requirements for each carrier transmitted, but also to meet the emission
constraints set forth in Section 3.4 or 4.2, as applicable. If a given earth
station is to transmit more than one carrier, the HPA may have to operate at an
output backoff of several dB in order to meet the emission constraints, and
therefore, must be sized accordingly.

2.5 Antenna Sidelobes. All earth stations shall satisfy the following transmit
sidelobe performance envelopes:

<TABLE>
<S>                                  <C>
G < = 29 - 25 log(10)(Theta)dBi,     1 degrees < Theta < = 7 degrees
G < = 8 dBi,                         7 degrees < Theta < = 9.2 degrees
G < = 32 - 25 log(10)(Theta)dBi      9.2 degrees < Theta < = 48 degrees
</TABLE>

LB#176675-ValueVision Media, Inc. - G-IRR - v5        DAS/ACK - 1/28/05

<PAGE>

                                       C-2

<TABLE>
<S>              <C>
G < = -10 dBi,   Theta > 48 degrees
</TABLE>

where G is the gain of the sidelobe envelope, relative to an isotropic antenna,
in the direction of the geostationary orbit and Theta is the angle in degrees
between the main beam axis and the direction considered. The peak gain of an
individual sidelobe may not exceed the envelope defined above for Theta between
1.0 and 7.0 degrees. For Theta greater than 7.0 degrees, the envelope may be
exceeded by no more than 10% of the sidelobes, provided no individual sidelobe
exceeds the gain envelope given above by more than 3 dB.

It is Customer's responsibility to establish receive facilities that meet its
requirements. Nevertheless, while the matter is left to the Customer's
engineering determination and subject to applicable legal compliance, PanAmSat
recommends that, in order to minimize the level of adjacent satellite
interference, the receive sidelobes conform to the envelope described above for
transmit sidelobes.

TO VERIFY COMPLIANCE OF THE TRANSMITTING EARTH STATION, THE CUSTOMER IS
RESPONSIBLE FOR SCHEDULING ANTENNA QUALIFICATION TESTING WITH THE PANAMSAT
OPERATIONS FACILITY DESIGNATED BY PANAMSAT PRIOR TO THE START OF SERVICE.

2.6 Transmit Earth Station Polarization. Earth stations used for PanAmSat C-band
and Ku-band transmissions must be linearly polarized on both the uplink and
downlink. Specific uplink and downlink polarizations are determined by
transponder assignments and are further specified in the applicable Technical
Appendix. The earth station cross-polarization discrimination must be a minimum
of 30 dB within the main beam of the earth station's transmit antenna pattern.

2.7 Additional Requirements for Uplink Earth Stations operating in the 13.75 -
14.0 GHz Band. Except as otherwise expressly approved by PanAmSat, the EIRP of
any emission from all earth stations operating in the 13.75 - 14.0 GHz band
shall be at least 68 dBW and shall not exceed 85 dBW, with a minimum antenna
diameter of 4.5 meters; except in the frequency band 13.772-13.778 GHz, where
the EIRP shall be at least 68dBW and shall not exceed 71 dBW per 6 MHz, with a
minimum antenna diameter of 4.5 meters.

3.0 ANALOG VIDEO SERVICE REQUIREMENTS

3.1 Video Exciter Requirements. Any video exciter used must meet the minimum
requirements listed in Sections 3.3 through 3.5 hereof.

3.2 RF Bandwidth. The RF bandwidth must be 18 MHz or less for dual video
carriers transmitted simultaneously within a 36 MHz transponder and 27 MHz or
less for dual video carriers transmitted within a 54 MHz transponder. Other
bandwidth restrictions may be imposed in shared transponder operation where more
than two carriers are in simultaneous use. Where the Customer has full use of a
36 MHz, 43 MHz, or 54/64 MHz Transponder, as the case may be, any RF bandwidth
may be chosen. Other bandwidth limitations may be imposed based on coordination
agreements reached by PanAmSat with other networks, and to comply with all
applicable governmental laws, rules and regulations.

3.3 IF Transmit Filter. An IF filter must be provided in the transmit path for
each TV/FM carrier in order to reduce video color crosstalk and to minimize
adjacent Transponder interference. The specific filter used for this purpose
must be approved by PanAmSat in consultation with the Customer in consideration
of the specific loading of the Transponder upon which Customer's Transponder
Capacity is loaded.

The group delay response characteristics of the filter, while not specified by
PanAmSat, should take into consideration both the total group delay of the
Transponder upon which Customer's Transponder Capacity is loaded and the group
delay produced by the transmit earth station IF and RF equipment.

3.4 Emission Constraints. The transmit earth station must be equipped and
operated in such a manner that spurious emission at the output of the antenna
due to all sources does not exceed 4 dBW/4 kHz outside of the assigned carrier
bandwidth.

<PAGE>

                                       C-3

3.5 Energy Dispersal. A low-frequency symmetrical triangular energy dispersal
waveform must be added to the baseband signal prior to the FM modulator. A video
signal must be present at all times and the peak-to-peak deviation of the energy
dispersal modulation must be 4 MHz when video is present.

3.6 Carrier Frequency Assignments. PanAmSat shall assign Customer's uplink
and/or downlink frequencies in accordance with the Agreement. Earth stations
must be capable of operating at any frequency and polarization within the
Transponder upon which Customer's Transponder Capacity is loaded. For analog
video transmissions, frequencies will be assigned to the nearest 0.250 MHz. It
is recommended that all transmit earth stations further be capable of operation
across the entire satellite uplink frequency band as PanAmSat may change carrier
frequency assignments in accordance with the Agreement.

3.7 Audio and Data Subcarriers. Customer may add one or more audio or data
subcarriers to the normal video baseband, provided that: (1) the EIRP of the
composite carrier does not exceed the value specified in the Technical Appendix
and; (2) the emission constraints set forth in Section 3.4 hereof are met.

4.0 DIGITAL SERVICE REQUIREMENTS

4.1 Modem Requirements. The Customer may use any digital, SCPC/PSK, MCPC/PSK
satellite modem that meets their particular requirements, subject to the
following constraints which are designed to ensure excess interference is not
experienced by adjacent satellites or by other users of the Satellite:

      (1) Digital Modems - Scrambling must be provided to ensure that uniform
      spectral spreading is applied to the transmitted carrier at all times. A
      data scrambler built in accordance with ITU Rec. V.35, or a functionally
      equivalent unit with similar spectrum spreading characteristics, must be
      employed.

      (2) SCPC/PSK and MCPC/PSK - In general, any SCPC/PSK or MCPC/PSK modem
      which meets all relevant ITU recommendations is allowed, subject to prior
      approval by PanAmSat.

      (3) Other Modems - The use of other modem types is subject to approval by
      PanAmSat.

4.2 Emission Constraints. The transmit earth station must be equipped and
operated in such a manner that spurious emission at the output of the antenna
due to all sources does not exceed 4 dBW/4 kHz outside of the assigned carrier
bandwidth. The EIRP density of each carrier, outside of the assigned carrier
bandwidth , which results from spectral regrowth due to earth station
non-linearities shall be at least 26 dB below the main carrier spectral density,
and shall not exceed 4 dBW in any 4 kHz band within the C-band and Ku-band
frequency range of the Satellite.

4.3 Carrier Frequency Assignments. PanAmSat shall assign Customer's uplink
and/or downlink frequencies in accordance with the Agreement. Earth stations
must be capable of operating at any frequency and polarization within the
Transponder upon which Customer's Transponder Capacity is loaded. For digital
transmissions, frequencies will be assigned to the nearest 0.025 MHz. It is
recommended that all transmit earth stations further be capable of operation
across the entire satellite uplink frequency band as PanAmSat may change carrier
frequency assignments in accordance with the Agreement. Unless specifically
approved by PanAmSat, the aggregate allocated bandwidth of carriers within a
multi-carrier transponder or allocation should not exceed 90% of Customer's
total allocated bandwidth in order to provide flexibility in carrier assignments
and to reduce the effects of intermodulation noise, adjacent carrier
interference, co-channel interference, and adjacent satellite interference.

5.0 UPLINK REQUIREMENTS

5.1 Uplink Requirements. Before any transmit earth station may access a PanAmSat
satellite, it must demonstrate compliance with the technical requirements set
forth in Sections 2.0, 3.0 and 4.0 and have approval from PanAmSat's Network
Operations Center. In order to ensure that the transmissions of a given earth
station do not interfere with the transmissions of other earth stations
utilizing the Satellite, or adjacent satellites, it is necessary that certain
operational requirements be met. Specifically, users of PanAmSat's digital
transmission services must observe the following:

<PAGE>

                                       C-4

  (1) The EIRP in the direction of the Satellite must be maintained to within
      +/- 0.5 dB of the value specified by PanAmSat, except under adverse
      weather conditions. This EIRP tolerance limit includes all earth station
      factors which affect EIRP variation, including HPA output power level
      stability and antenna pointing errors.

  (2) The center frequency of all transmitted carriers must be maintained to
      within +/- 0.025 R Hz (up to a maximum of +/- 10 kHz) of the value
      assigned by PanAmSat. [Note - The transmission rate (R) is defined as the
      bit rate entering the QPSK modulator, i.e., it is the information rate
      plus overhead multiplied by the inverse of the FEC code rate.]

  (3) The frequency stability of the earth station receive chain must be
      consistent with the frequency acquisition and tracking capabilities of the
      demodulator. As a minimum, it is recommended that the short term (24 hour)
      receive chain stability be less than +/- 2 kHz and the long term stability
      (7 day) be less than +/- 10 kHz.

  (4) Any earth station transmitting to a PanAmSat Satellite must be under the
      active control of the user. Specifically, the user must provide a means
      for immediate cessation of transmission in the event that notification is
      received from PanAmSat that such a step is necessary to avoid harmful
      interference to other users or other satellite systems.

5.2 Uplink Restrictions. Except as may be permitted by PanAmSat during a
coordinated test period, no earth station operator shall transmit an unmodulated
carrier through any transponder. The operation of each earth station must be in
strict adherence with Customer's PanAmSat-approved Transmission Plan. Any
deviation from that Transmission Plan must be approved in advance by PanAmSat.
Under no circumstances shall any earth station transmit any RF carrier to any
PanAmSat satellite on a frequency not authorized by PanAmSat, whether or not
that frequency is in use by other stations.

5.3 Carrier line-up and in-service monitoring. Facilities must be provided by
the user to measure the link parameters and transmission characteristics during
initial carrier line-up. In addition, in-service monitoring by the user of the
carrier EIRP and the received BER is required.

In order to perform initial carrier line-up the user must provide a means to
measure and adjust the transmitted carrier level. This requirement can be
satisfied if a directional coupler of known coupling factor is placed between
the HPA output and the antenna feed input so as to permit accurate carrier power
measurements to be performed. Means must also be provided by the user to allow
the transmitted power level to be adjusted to an accuracy of +/- 0.5 dB, over
the range 0 to minus 15 dB of the maximum EIRP specified in Technical Appendix.

During initial carrier line-up it is also necessary for the user to be able to
measure the Eb/No of the received carrier, either with a spectrum analyzer or
through a filter of known bandwidth, and to perform bit-error-rate measurements
using a pseudo-random test pattern.

During normal in-service operation, the user must monitor the carrier EIRP and
the BER. The latter requirement can be satisfied through the use of the BER
monitoring facility built into most digital modems.

5.4 Network Interface Considerations. If carriers transmitted via PanAmSat's
digital transmission service are to be interfaced with a synchronous data
network or other synchronous equipment, it may be necessary for the user to
equip the receive station with elastic buffer storage facilities (or their
equivalent) to allow for time delay variations caused by Satellite motion. The
amount of storage necessary is a function of the carrier transmission rate, the
maximum diurnal Satellite motion, and the longitudinal drift rate. The maximum
delay variation due to Satellite motion is expected to be 0.6 milliseconds
(peak-to-peak, uplink plus downlink).

Data encryption may be employed by the user, provided that the basic
transmission characteristics of the carrier are not affected (i.e., provided
that the emission constraints set forth in Section 4.2 are satisfied).

While users are free to utilize any digital modem that meets the basic
performance requirements outlined in this document, it is the users
responsibility to ensure that the modems used on both ends of a given link are
compatible, and that the network interface requirements for the users particular
application are satisfied.

<PAGE>

                                       C-5

5.5 Customer Obligations and Use. Customer must, at all times, comply with the
terms and conditions of Article IV of the Agreement, including all of its
Subsections, which are incorporated herein by this reference.

5.6 Interference and Preemption Notices. In accordance with the terms and
conditions of the Agreement, Customer shall maintain, at each Customer transmit
facility, and shall provide PanAmSat with a telephone number that is
continuously staffed, at all time during which Customer is transmitting or
receiving signals to or from the Satellite, and an automatic facsimile that
shall be maintained in operation and capable of receiving messages from
PanAmSat, at all times. Said telephone and facsimile shall be maintained for the
purpose of receiving notices from PanAmSat regarding interference or other
problems arising out of the provision of Customer's Transponder Capacity on, or
any use of the Transponder upon which Customer's Transponder Capacity is loaded,
including, without limitation, any decision by PanAmSat to preempt or interrupt
provision of Customer's Transponder Capacity to Customer pursuant to the
Agreement. IT IS MANDATORY THAT THE PERSON WHO RECEIVES SUCH MESSAGES HAS THE
TECHNICAL CAPABILITY AND ABSOLUTE AUTHORITY TO IMMEDIATELY TERMINATE OR MODIFY
THE TRANSMISSION IF NOTIFIED BY PANAMSAT PURSUANT TO THE FOREGOING. All such
notices shall be effective upon the placement of the telephone call or
transmission of a facsimile message by PanAmSat to Customer. If, for any reason,
Customer's telephone is not answered and its telecopier is incapable of
receiving transmission, PanAmSat's notice shall be deemed to have occurred at
the time it attempts to place a telephone call or transmit a facsimile message
to Customer. PanAmSat shall promptly confirm telephone notices in writing.

END OF APPENDIX C

<PAGE>

                                       C-6

                                                                      APPENDIX D

                         AGREEMENT FOR TRANSITION PERIOD

      As of the Transition Period Start Date (November 1, 2004), PanAmSat shall
provide, and Customer shall lease from PanAmSat, Reserve Transponder No. 12 on
Galaxy IR (the "Transition Period Transponder").

1. TRANSITION LEASE RATE COMPONENT

      (a) The Base Lease Rate for the Transition Period Transponder shall be
$155,000 per month, payable in advance beginning on the Transition Period Start
Date through January 31, 2005, and $135,000 per month and continuing on the
first day of each month thereafter until the Transition Period End Date (as
defined in Section 2, below). If the Transition Period Transponder becomes a
Failed Transponder (as defined in the Galaxy IR Agreement) prior to the
Transition Period End Date, then the Base Lease Rate payments shall cease as to
such Failed Transponder. Payments for a partial month shall be pro-rated.

      (b) The TT&C Fee (as defined in the Galaxy IR Agreement) for the
Transition Period Transponder shall be $10,000 per month, payable in advance
beginning on the Transition Period Start Date and continuing on the first day of
each month thereafter until the Transition Period End Date. If Transition Period
Transponder becomes a Failed Transponder prior to the Transition Period End
Date, then the TT&C Fee shall cease as to such Failed Transponder. Payments for
a partial month shall be pro-rated.

      (c) The In Orbit Satellite Backup Fee (as defined in the Galaxy IR
Agreement) for the Transition Period Transponder shall be $20,000 per month,
payable in advance on the Transition Period Start Date and on the first day of
each month thereafter until the Transition Period End Date. The In Orbit
Satellite Backup Fee shall be payable as to the Transition Period Transponder
only if (i) Galaxy Replacement is Available (as defined in the Galaxy IR
Agreement, specifically in the December 31, 2003 Amendment thereto) to be used
as a backup for such Transponder and (ii) Customer is not paying the Monthly
Lease Rate (as defined in the Galaxy IR Agreement) for such Transponder. The In
Orbit Satellite Backup Fee shall cease prior to the Transition Period End Date
either when Galaxy Replacement is not Available or when the Monthly Lease Rate
is being paid by Customer, but shall resume if, and when, prior to the
Transition Period End Date, Galaxy Replacement becomes Available or the Monthly
Lease Rate is not being paid by Customer. Payments for a partial month shall be
prorated.

2. TRANSITION PERIOD END DATE. The lease of the Transition Period Transponder
shall expire on the date the date on which Galaxy IR as determined by PanAmSat
is taken out of commercial operation or the Commencement Date of the Capacity
Term for Galaxy IRR, whichever occurs first (the "Transition Period End Date").

3. TERMS AND CONDITIONS INCORPORATED BY REFERENCE. For the convenience of the
parties, the following terms and conditions set forth in the Galaxy IR Agreement
are incorporated by reference and made applicable, in context, to this Agreement
for Transition Period as if set forth fully herein, except insofar as such
provision may be in conflict with the terms and conditions expressly stated in
this Agreement and Appendix D thereto: Section 3.03, Section 3.04, Section 3.05,
Section 6, Section 7, Section 8, Section 9, Section 10, Section 11, Section 12,
Section 13, Section 14, Section 16, Section 18, Section 19, and Section 20, and
all terms of the December 31, 2003 Amendment (for the protection from Galaxy
Replacement). References in the foregoing incorporated terms to the "Lessee's
Transponder" (or in some cases "Lessee's Transponders"), the "Lease Termination
Date", and "Lessee" shall be deemed, in context, to refer to the Transition
Period Transponder, the Transition Period End Date, and the Customer,
respectively.

<PAGE>

                                                                      APPENDIX E

                           PRIORITY LIST - GALAXY IRR

Customer is assigned priority number 24 on GALAXY IRR.

LB#176675-ValueVision Media, Inc. - G-IRR - v5                 DAS/ACK - 1/28/05

<PAGE>

                                       -2-

                                                                      APPENDIX F
                                                  SAMPLE SUBORDINATION PROVISION

Subordination. Customer hereby acknowledges that this Agreement and all rights
granted to Customer hereunder are subject and subordinate to a security interest
and lien (as the same may be assigned, the "Security Interest") in favor of
[SECURED PARTY] (the "Secured Party") in and to this Agreement, the Customer's
Transponder Capacity and other rights under this Agreement and/or the Satellite
(and/or the proceeds from the sale or other disposition of all or any portion
thereof, or any insurance that may be received by PanAmSat as a result of any
loss or destruction of, or damage to, the Customer's Transponder Capacity (or
other rights) and/or the Satellite and to all renewals, modifications,
consolidations, replacements and extensions of any security agreement, mortgage
or other document reflecting any such Security Interest, including that certain
[SECURITY AGREEMENT] by and between PanAmSat and Secured Party; provided, that
any such Secured Party agrees that Customer shall continue to have the benefits
of this Agreement notwithstanding any default on the part of PanAmSat under the
agreement providing for such Security Interest (the "Security Agreement"), so
long as:

      (i)   Customer is not in default under the terms and conditions of this
            Agreement, which default has continued after expiration of any
            applicable cure period stated in this Agreement;

      (ii)  Customer does not pay any of its obligations under this Agreement
            (other than a deposit) more than thirty (30) days prior their
            scheduled payment date under this Agreement;

      (iii) after receipt of notice from the Secured Party of a default by
            PanAmSat under the Security Agreement, this Agreement is not
            supplemented, amended or extended (except by its terms with respect
            to specified extension periods) or otherwise modified in any manner
            without the consent of the Secured Party;

      (iv)  after receipt of notice from the Secured Party of a default by
            PanAmSat under the Security Agreement, Customer executes a separate
            instrument with the Secured Party pursuant to which it agrees with
            the Secured Party to make and makes all payments thereafter as
            instructed by the Secured Party; and

      (v)   this subordination provision is not amended.

This clause shall be self-operative and no further instruction of subordination
shall be required by any security agreement, mortgage or other document
reflecting such Security Interest to make this subordination effective. In
confirmation of such acknowledged subordination, Customer shall execute promptly
any instrument or certificate which PanAmSat or the Secured Party may reasonably
request.