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                                 EXHIBIT 10.15.3

                         UNITED STATES BANKRUPTCY COURT
                                DISTRICT OF MAINE

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

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

                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

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

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committee of unsecured creditors, and (iii) those parties in interest who have
filed a notice of 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 at the
conclusion of such hearing the Court having granted the relief requested in the
Motion, in part, pursuant to the terms of a certain 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 (the
"First Order"); and this Court having continued the hearing with respect to the
remaining part of the relief requested in the Motion various times, with the
last continuation to August 3, 2004 at 3:00 p.m. (the "Final Hearing"); and the
Court having held the Final Hearing on the remaining relief requested in 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
in the Motion 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 further granted in part, as provided
herein; and it is further

                ORDERED, that any responses or objections to the Motion, not
previously withdrawn or resolved, are overruled; 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

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

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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 or to be requested in
a separate motion to be filed with the Court:

                a.      The employee participants in the Employee Retention Plan
                        will consist of employees who bear the title of manager,
                        director, vice president, senior vice president and
                        certain senior officers with responsibilities relating
                        to the Debtors' Satellite division (collectively, the
                        "Covered Employees"). Managers, directors and vice
                        presidents who are Covered Employees shall be referred
                        to herein as "Covered Junior Management". The following
                        are the senior vice president and senior officers who
                        will be included as Covered Employees: Howard E. Verlin,
                        Rory J. Lindgren, Joseph W. Pooler, Scott A. Blank,
                        Karen M. Heisler, Cheryl K. Crate and John Didio
                        (collectively, the "Covered Senior Management");

                b.      As of July 1, 2004, the Covered Employees include
                        forty-nine (49) managers, thirty-three (33) directors,
                        nine (9) vice presidents, one (1) senior vice president
                        and six (6) senior officers. 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 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");

                c.      As of July 1, 2004, the Covered Employees include
                        twenty-three (23) 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 will be made in
                        accordance with the Final Order Authorizing the Debtors
                        to Continue Performing Under the Support Services
                        Agreement with Pegasus Communications Management Company
                        dated July 22, 2004 (the "Support Services Order");

                d.      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 four components: (i) monthly award component
                        (the "Monthly Incentive Amount"), (ii) retention award
                        component ("Retention Award"), (iii) severance component
                        ("Severance Amount"), and (iv) benefits under the
                        healthcare continuation coverage in accordance with the
                        requirements of

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                        Part 6 of Title I of ERISA and Section 4980B of the
                        Internal Revenue Code ("COBRA Benefits");

                e.      The Monthly Incentive Amount shall be equal to the sum
                        of (i) 1/12th of the Covered Employees' individual
                        prepetition annual target amount for fiscal year 2004
                        under Tier 1 of the Debtors' existing STI Plan, and (ii)
                        the amount paid under the Debtors' existing STI Plan for
                        Tier 2, provided, however, that the actual amount paid
                        for Tier 2 of the existing STI Plan will be capped at
                        $350,000 per month for the Covered Employees;

                f.      The Retention Award will be as follows:

                        EMPLOYEE LEVEL            RETENTION AWARD
                        ----------------------    ----------------------------
                        Manager                   6.5 weeks of base salary
                        Director                  13 weeks of base salary
                        Vice President            26 weeks of base salary
                        Senior Vice President     39 weeks of base salary
                        Senior Officers           52 weeks of base salary

                g.      The Retention Award for Covered Junior Management will
                        be paid at the earlier of (i) closing of 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 "Closing Date"), (ii) an involuntary
                        employment termination (other than for cause), or (iii)
                        December 31, 2004. The Retention Award for Covered
                        Senior Management will be paid at the earlier of (i) the
                        Closing Date, or (ii) an involuntary employment
                        termination (other than for cause). If a Covered
                        Employee voluntarily terminates his or her employment
                        prior to the Closing Date, such employee will forfeit
                        all amounts not yet paid as a Retention Award;

                h.      The Severance Amount will supercede any pre-petition
                        severance plans for the Covered Employees and will be
                        paid upon involuntary termination of a Covered Employee
                        for reasons other than (i) unsatisfactory performance,
                        (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, responsibilities and geographic location
                        consistent with the Covered Employee's current
                        employment, or (iii) if Pegasus Communication
                        Corporation or any of its direct or indirect
                        subsidiaries ("Pegasus") hires such Covered Employee on
                        such terms, compensation, responsibilities and
                        geographic location consistent with the Covered
                        Employee's current employment;

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                i.      The Severance Amount for a Covered Employee will be as
                        follows up to a maximum aggregate amount for all Covered
                        Employees of $3,210,274:

                        EMPLOYEE LEVEL            SEVERANCE AMOUNT
                        ----------------------    ---------------------------
                        Manager                   6.5 weeks of base salary
                        Director                  13 weeks of base salary
                        Vice President            26 weeks of base salary
                        Senior Vice President     39 weeks of base salary
                        Senior Officers           52 weeks of base salary

                j.      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;

                k.      The COBRA Benefits will consist of family coverage for
                        each of the Covered Employees for the following time
                        periods, provided, that, the aggregate amount of
                        premiums paid by the Debtors and allocated in accordance
                        with the terms of the Support Services Order will not
                        exceed $575,100:

                        EMPLOYEE LEVEL           COBRA BENEFITS
                        ----------------------   -------------------
                        Manager                  13 weeks
                        Director                 26 weeks
                        Vice President           52 weeks
                        Senior Vice President    78 weeks
                        Senior Officers          104 weeks

                l.      The reasonable expenses for the administration of COBRA
                        Benefits, including expenses relating to an outsource
                        benefits manager and a PCMC benefits administrator will
                        be paid by PCMC and allocated in accordance with the
                        terms of the Support Services Order; and it is further

                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

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                ORDERED, that to the extent there are any inconsistencies
between the Second Order and the First Order, the terms of the Second Order
shall supercede the terms of the First Order; and it is further

                ORDERED, except as provided in the immediately preceding
paragraph, in all other respects the terms of the First Order shall remain in
full force and effect; and it is further

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

Dated:


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

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