Exhibit 10.7.2

Portions  of  this  exhibit  have  been  omitted   pursuant  to  a  request  for
confidential  treatment filed with the Securities and Exchange  Commission.  The
omissions have been indicated by asterisks  ("*****"),  and the omitted text has
been filed separately with the Securities and Exchange Commission.

                     CONTRACT AMENDMENT AGREEMENT (Number 1)

This  Agreement  is  made  this  30  day  of  November,  2004,  between  British
Telecommunications  plc whose registered office is at 81 Newgate Street,  London
EC1A 7AJ ("BT") and Playboy TV UK/Benelux  Limited whose registered office is at
Aquis House, Station Road, Hayes, Middlesex, UB3 4DX ("the Customer").

WHEREAS

      A.    The  Customer  entered  into a contract  with BT in May 2004 for the
            provision of a combined compressed uplink and eurobird space segment
            service ("the Contract");

      B.    The  Customer  wishes to amend  the  Contract  with BT as  described
            below;

      C.    BT has agreed to amend the Contract on the terms and  conditions set
            out below.

NOW IT IS HEREBY AGREED AS FOLLOWS:-

The Clauses and  Conditions  of the Contract  shall be amended as set out below,
such amendments to be effective from lst September, 2004.

      1.    Schedule 1, Part D of the  Contract the term "Total bit rate for the
            service" shall be deleted and replaced as follows:

            "Total bit rate for the Service: 17.5Mbit/s"

      2.    Schedule 2 of the Contract shall be amended as follows:

            The term "Charge" shall be deleted and replaced as follows

            "Charge:   ***** for each 12 months from 1st  September  2004 to the
                       Expiry Date, save for the period from 1 August 2005 to 31
                       August 2005 when the Charge  shall be reduced by ***** to
                       *****"

      3.    The  Contract  shall  remain in full  force and effect as amended by
            this Agreement.

      4.    This  Agreement  may be executed in one or more parts by the parties
            on separate  counterpart  or facsimile  copies each of which when so
            executed


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            by any party shall be an original  but all executed  counterpart  or
            facsimile  copies shall together when  delivered  constitute but one
            agreement. This Agreement shall not be completed, delivered or dated
            until  each  party has  received  counterpart  or  facsimile  copies
            validly  executed by all other  parties.  The date of this Agreement
            shall be the date in the United  Kingdom on which  validly  executed
            copies were received by all parties.

      5.    This  Agreement  shall be governed and construed in accordance  with
            English  Law  and the  parties  agree  to  submit  to the  exclusive
            jurisdiction of the English Courts.

For and on behalf of the Customer


Signed:  /s/ Andrew D Wren

Name & Title: Andrew D Wren, Company Secretary

For and on behalf of BT


Signed: /s/ John Cohen
       ---------------

Name & Title        John Cohen - Head of Solutions
              ------------------------------------------


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