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                                 EXHIBIT 10.15.2

                         UNITED STATES BANKRUPTCY COURT
                                DISTRICT OF MAINE

                                              )
In re:                                        )    Chapter 11
                                              )
PEGASUS SATELLITE TELEVISION, INC., et al.,   )    Case No. 04-20878
                                              )
                     Debtors.                 )    (Jointly Administered)
                                              )

                   ORDER PURSUANT TO 11 U.S.C. SECTIONS 363(B)
                      AND 105(A) AUTHORIZING AND APPROVING
                     IMPLEMENTATION OF MANAGEMENT RETENTION
                PLAN, AS MODIFIED, AND SCHEDULING A FINAL HEARING

                Upon the motion dated June 23, 2004 (the "Motion") of Pegasus
Satellite Television, Inc. and certain of its subsidiaries and affiliates, each
a debtor and debtor-in-possession herein (collectively, the "Debtors"),(1) for
entry of an order authorizing and approving implementation of the Debtors'
management employee retention plan; and no previous application for such relief
having been made; and upon the Affidavit of Ted S. Lodge, President, Chief
Operating Officer and Counsel of Pegasus Satellite Communications, Inc., in
support of Motion for Order Pursuant to 11 U.S.C. Sections 363(b) and 105(a)
Authorizing and Approving Implementation of Management Retention Plan; and
notice of the Motion having been given to (i) the United States Trustee for the
District of Maine, (ii) the proposed counsel to the official committee of
unsecured creditors, and (iii) those parties in interest who have filed a notice
of

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(1)     The Debtors are: Argos Support Services Company, Bride Communications,
Inc., B.T. Satellite, Inc., Carr Rural TV, Inc., DBS Tele-Venture, Inc., Digital
Television Services of Indiana, LLC, DTS Management, LLC, Golden Sky DBS, Inc.,
Golden Sky Holdings, Inc., Golden Sky Systems, Inc., Henry County MRTV, Inc.,
HMW, Inc., Pegasus Broadcast Associates, L.P., Pegasus Broadcast Television,
Inc., Pegasus Broadcast Towers, Inc., Pegasus Media & Communications, Inc.,
Pegasus Satellite Communications, Inc., Pegasus Satellite Television of
Illinois, Inc., Pegasus Satellite Television, Inc., Portland Broadcasting, Inc.,
Primewatch, Inc., PST Holdings, Inc.,

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appearance; and it appearing that no further notice is required; and it
appearing that this Court has jurisdiction over this matter pursuant to 28
U.S.C. Sections 157 and 1334; and it appearing that this is a core proceeding
pursuant to 28 U.S.C. Section 157; and this Court having held a hearing on July
8, 2004 at 10:30 a.m. to consider the Motion and all parties in interest having
had an opportunity to be heard with respect to the Motion at that time; and it
appearing that the relief requested is in the best interests of the Debtors,
their estates and creditors; after due deliberation and sufficient cause
appearing therefor, it is hereby

                ORDERED, that the Motion is granted in part, as provided herein,
and continued, in part, as provided herein, until the Final Hearing (as defined
below); and it is further

                ORDERED, that any responses or objections thereto, not
previously withdrawn or resolved, are continued to the Final Hearing; and it is
further

                ORDERED, that the terms and conditions of the Employee Retention
Plan(2) are approved and authorized under sections 363(b) and 105(a) of the
Bankruptcy Code subject to the following modifications, but without prejudice to
the Debtors' rights to seek approval of (or a party in interest's rights to
object to) the Employee Retention Plan for the additional management employees
and for the remaining elements of the components of the Employee Retention Plan
as requested in the Motion:

                a.      The employee participants in the Employee Retention Plan
                        will consist of employees who bear the title of manager,
                        director or vice president with responsibilities
                        relating to the Debtors' Satellite division
                        (collectively, the "Covered Employees"). As of July 1,
                        2004, the Covered Employees include forty-nine (49)
                        managers, thirty-three (33) directors, and nine (9) vice
                        presidents. The Debtors agree that a net increase in the
                        amount of Covered Employees shall be made in
                        consultation with (i) the Committee, (ii) the steering
                        committee (the "Steering Committee") for the lenders to
                        a

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South Plains DBS, LP., Telecast of Florida, Inc., WDSI License Corp., WILF,
Inc., WOLF License Corp., WTLH License Corp.

(2)     Capitalized terms used herein but not otherwise defined herein shall
have the meanings ascribed to them in the Motion.

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                        certain Fourth Amended and Restated Credit Agreement,
                        dated as of October 22, 2003, and (iii) Wilmington Trust
                        Company, as agent on behalf of the lenders under the
                        Amended and Restated Term Loan Agreement, dated as of
                        August 1, 2003 (the "Junior Term Lenders").

                b.      As of July 1, 2004, the Covered Employees include
                        seventeen (17) employees (the "PCMC Employees") of
                        Pegasus Communications Management Corporation, a
                        non-debtor affiliate of the Debtors ("PCMC"). The
                        allocation of the costs of the Employee Retention Plan
                        with respect to the PCMC Employees is addressed in the
                        Debtors' Motion to Continue Performing Under a Support
                        Services Agreement between the Operating Affiliates (as
                        defined therein) and PCMC filed on June 2, 2004.

                c.      The Employee Retention Plan is for a term from July 1,
                        2004 through June 30, 2005, or earlier in the event of
                        the dismissal of the Debtors' chapter 11 cases or
                        consummation of a chapter 11 plan of liquidation or
                        reorganization for the Debtors, and consists of the
                        following three components: (i) monthly award component
                        (the "Monthly Incentive Amount"), (ii) retention award
                        component ("Retention Award") and (iii) severance
                        component ("Severance Amount").

                d.      The Monthly Incentive Amount shall be equal to 1/12th of
                        the Covered Employees' individual prepetition annual
                        target amount for fiscal year 2004 under Tier 1 of the
                        Debtors' existing STI Plan.

                e.      The Retention Award shall consist of amounts credited to
                        a pool on a monthly basis, on the first day of each
                        month in an amount based on the following schedule:

<TABLE>
<CAPTION>
                                                 FOR THE MONTHLY PERIOD                                  FOR THE MONTHLY PERIOD
                   FOR THE MONTHLY PERIOD        BEGINNING 9/1/04,         FOR THE MONTHLY PERIOD        BEGINNING 3/1/05,
                   BEGINNING 7/1/04 AND          10/1/04, 11/1/04 AND      BEGINNING 1/1/05 AND          4/1/05, 5/1/05 AND
EMPLOYEE LEVEL     8/1/04                        12/1/04                   2/1/05                        6/1/05
----------------   ---------------------------   -----------------------   ---------------------------   -----------------------
<S>                <C>                           <C>                       <C>                           <C>
Manager            1.25 weeks of base salary     1 week of base salary     .625 weeks of base salary     .5 weeks of base salary
Director           2.5 weeks of base salary      2 weeks of base salary    1.25 weeks of base salary     1 week of base salary
Vice President     5 weeks of base salary        4 weeks of base salary    2.5 weeks of base salary      2 weeks of base salary
</TABLE>

                f.      Accrued account balances for the Retention Award will be
                        paid to Covered Employees as of December 31, 2004 and
                        June 30, 2005, or earlier in the event of: (i) an
                        involuntary employment termination (other than for
                        cause); or (ii) the Debtors' emergence from bankruptcy.
                        If a Covered Employee voluntarily terminates his or her
                        employment prior to payout of the accrued account
                        balances on December 31, 2004 and June 30, 2005,
                        respectively, such employee will forfeit all amounts not
                        yet paid as a Retention Award.

                g.      The Severance Amount will supercede any pre-petition
                        severance plans for the Covered Employees and will be
                        paid upon involuntary termination

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                        of a Covered Employee for reasons other than (i)
                        unsatisfactory performance or (ii) a transaction
                        involving a sale, acquisition or change in control of
                        the Debtors' Satellite division or substantially all of
                        the assets of the Debtors' Satellite division with a
                        third party (the "Acquiror") in which the Acquiror hires
                        such Covered Employee upon the closing of such
                        transaction on such terms, compensation, title,
                        responsibilities and geographic location consistent with
                        the Covered Employee's current employment.

                h.      The Severance Amount for a Covered Employee will be as
                        follows:

                        EMPLOYEE LEVEL       SEVERANCE AMOUNT
                        ------------------   ---------------------------
                        Manager              6.5 weeks of base salary
                        Director             13 weeks of base salary
                        Vice President       26 weeks of base salary

                i.      A claim for the Severance Amount shall constitute an
                        administrative priority expense claim pursuant to
                        Section 503(b) of the Bankruptcy Code. The payment of
                        the Severance Amount to a Covered Employee is
                        conditioned upon the Covered Employee executing a valid
                        release of claims arising out of the Covered Employee's
                        employment or termination of employment, in a form
                        satisfactory to the Debtors, the Committee, the Steering
                        Committee, and the Junior Term Lenders and reasonable in
                        scope.

                ORDERED, that the Debtors are authorized, but not directed, to
make payments as appropriate under the Employee Retention Plan without further
order of the Court; and it is further

                ORDERED, that a final hearing shall be held on July 22, 2004 at
10:30 a.m. (the "Final Hearing") to consider the remaining provisions of the
Employee Retention Program set forth in the Motion; and it is further

                ORDERED, that the Court shall retain jurisdiction to hear and
determine all matters arising from the implementation of this Order.

Dated:


                                                  ------------------------------
                                                  UNITED STATES BANKRUPTCY JUDGE

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