Exhibit 10.1.5

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.

                                    AMENDMENT
                                       to
                          Affiliation Agreement between

                                   SPICE, INC.
                                       and
                            SATELLITE SERVICES, INC.

WHEREAS,  Spice,  Inc.  ("Spice") and  Satellite  Services,  Inc.  ("Affiliate")
entered into the Affiliation Agreement dated November 1, 1992, as amended by the
parties  pursuant to  Amendment  No. 1 dated  September  29, 1994 and the letter
agreements between the parties dated,  respectively,  July 18, 1997 and December
18, 1997 (the  "Agreement"),  under which  Spice  licensed  the use of its Spice
programming service (the "Spice Service") to SSI;

WHEREAS,  Affiliate further entered into certain affiliation agreements with (i)
AdultTVision,  Inc.  ("AdulTVision")  dated February 12, 1997 (the  "AdulTVision
Agreement"),  under  which  AdulTVision  licensed  the  use of  its  AdulTVision
programming  service  (the  "AdulTVision  Service")  to SSI, and (ii) Adam & Eve
Communications,  Inc.  ("Adam & Eve")  dated  October  17, 1994 (the "Adam & Eve
Agreement"),  under  which  Adam  & Eve  licensed  the  use  of  its  Adam & Eve
programming  service  (the  "Adam & Eve  Service")  to  SSI,  and  (iii)  Califa
Entertainment ("Califa") dated February 9, 2000 (the "Califa Agreement"),  under
which Califa  licensed the use of its "Hot  Network" and "Hot Zone"  programming
services (the "Hot Services") to SSI, which Califa  Agreement was acquired by an
affiliate of Spice in a July 6, 2001 transaction;

WHEREAS,  the  parties  acknowledge  and agree  that Spice is the  successor  in
interest to AdulTVision, Inc. and Adam & Eve Communications, Inc.;

WHEREAS,  the  parties  acknowledge  and agree that  Affiliate  was  acquired by
Comcast  Corporation,  and  Affiliate's  offices  now are located at 1500 Market
Street, Philadelphia, Pennsylvania 19102; and

WHEREAS,  Spice  and  Affiliate  now  desire  to amend  the  Agreement  per this
amendment (the "Amendment") to include carriage of the Spice Service, the former
AdulTVision  Service and former Adam & Eve Service  (collectively,  the "Spice 2
Service"), the Hot Services, and other X rated and XX rated programming services
offered by Spice.

NOW,  THEREFORE,  in  consideration of the foregoing and the mutual promises and
covenants contained herein, and for other good and valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  Spice and Affiliate
hereby agree as follows:

<PAGE>

1.    This Amendment shall become  effective upon the date of the last signature
      written below (the "Amendment Effective Date").

2.    Capitalized terms used in this Amendment, unless otherwise defined herein,
      shall have the meanings set forth in the Agreement.

3.    The Agreement,  as amended,  contains the entire  agreement of the parties
      with respect to the subject  matter  thereof and  supersedes all prior and
      contemporaneous agreements,  understandings and communications between the
      parties.  Without  limiting the foregoing,  the parties  hereby  expressly
      agree that the AdulTVision Agreement, the Califa Agreement, and the Adam &
      Eve  Agreement  referenced in the preamble to this  Amendment,  including,
      without  limitation,  all  exhibits  and  amendments  thereto,  are hereby
      cancelled  and shall be of no further  force and effect  (the  "Terminated
      Agreements").

4.    Except as expressly  modified  herein,  all terms of the  Agreement  shall
      remain in full force and  effect.  In the event of a conflict  between the
      terms and  conditions of this  Amendment and the  Agreement,  the terms of
      this Amendment shall govern.

5.    The first  sentence  of Section  1(a) of the  Agreement  is deleted in its
      entirety and replaced with the following:

            (a)  Grant of  Rights.  Network  hereby  grants  to  Affiliate,  and
            Affiliate  hereby  accepts,  the following  rights relating to any X
            rated  and  XX  rated  programming   services  offered  by  Network,
            including, without limitation, such programming currently offered by
            Network under the names "Spice", "Spice 2", "Spice Platinum", "Spice
            Ultimate", "Spice Hot", "Spice Live" and "Spice HD", and any other X
            rated  and XX rated  programming  services  that may be  offered  by
            Network (or commonly-controlled entity) from time to time (including
            the VOD  Content  and the HVOD  Content  (as such terms are  defined
            herein),  as applicable),  whether in their current format or in any
            other analog, digitized, compressed, modified, replaced or otherwise
            manipulated format (collectively, the "Service"):

6.    Section  1(a)(i)  shall be amended by adding the  following  parenthetical
      immediately following the phrase "whether now existing or developed in the
      future":  *****.  Furthermore,  Distribution  Technology shall not include
      distribution to personal mobile and cellular  handheld  devices  (provided
      that  personal  mobile and  cellular  handheld  devices  will not  include
      Short-Range  Wireless  Devices,  as defined below).  *****.  "Set-Top Box"
      means a device that connects to, or is integrated as part of, a television
      or other video output display device ("Display  Device") and also connects
      to the source of  Affiliate's  audio/visual  signal,  the content of which
      then is  displayed  on the  Display  Device.  A Set Top Box  located  at a
      Subscriber's  premises  may  be  connected  through  short-range  wireless
      technology to one or more Set-Top Boxes and/or Display Devices  authorized
      by Affiliate for use in and around a Subscriber's  premises  ("Short-Range
      Wireless Devices").


                                       2
<PAGE>

7.    The last sentence of Section  1(a)(iii) of the Agreement is deleted in its
      entirety.

8.    A new Section 1(a)(iv) of the Agreement is hereby added as follows: *****

9.    The second  sentence of Section  2(a) of the  Agreement  is deleted in its
      entirety and replaced with the following:

            The Initial Term of this  Agreement  shall commence upon the date of
            execution  hereof and shall  terminate on December 31, 2015,  unless
            terminated sooner pursuant to the terms of this Agreement.

10.   The first  sentence  of Section  4(e) of the  Agreement  is deleted in its
      entirety and replaced with the following:

            Each System or other  distribution  facility or enterprise may offer
            the Service,  (i) as a  Subscription  (defined in Section  5(a)(vii)
            below) service;  (ii) as a Pay-per-view (defined in Section 5(a)(vi)
            below)  service  marketed  and sold in any of the ways  described in
            Section  5(a)(vi);  and/or  (iii)  notwithstanding  anything  to the
            contrary in this Agreement,  as a VOD (defined in Section 5(a)(xiii)
            below)  service.  The Service may be sold in combination  with other
            services  (e.g.,  in a package of services  or in a tier);  provided
            that  the  Service,  and/or  viewing  segments  of  the  Service  as
            described in Section  5(a)(vi) and  5(a)(xiii),  must always also be
            available  for sale through each  television  distribution  facility
            selling  the  Service  under this  Agreement  on a purely a la carte
            basis.

11.   In the last two  sentences  of Section 4(f) of the  Agreement,  the phrase
      "home  taping"  shall  be  replaced  by  "home  taping  and  / or  digital
      recording."  Additionally,  the following shall be added to the end of the
      last sentence:

            ";  or  (iii)   authorizing   Subscribers   to  use  devices  and/or
            functionality  (whether  provided by  Affiliate or  otherwise)  that
            enables such  Subscribers to engage in lawful  duplication,  digital
            recording and/or playback of the Service or any portions thereof for
            non-public viewing of such content."

12.   The following language is hereby added as Section 4(i) of the Agreement:

            (i) Affiliate  shall have the right to make any VOD Content and HVOD
            Content titles  offered by Network  available to any subscriber on a
            VOD basis.  Network shall be  responsible  under this  Agreement and
            that certain  Affiliation  Agreement  between Playboy  Entertainment
            Group,  Inc. and Affiliate  dated February 10, 1993, as amended (the
            "Playboy  Agreement")  collectively  for  supplying  to  Affiliate a
            minimum  of ***** of VOD  Content  (defined  in


                                       3
<PAGE>

            Section  5(a)(xiii)  below) and a minimum  of ***** of HVOD  Content
            (defined in Section 5(a)(xiii) below) at any given time, which shall
            be  refreshed  on a *****  basis such that at least ***** of the VOD
            Content and HVOD Content is changed each month;  provided,  however,
            that  Network  shall  make   commercially   reasonable   efforts  to
            accommodate   Affiliate's  requests  concerning  (i)  the  types  of
            programming to be included in the VOD Content and HVOD Content; (ii)
            the  total  amount  of VOD  Content  and HVOD  Content  that is made
            available  by Network;  and (iii) the amount and extent to which the
            Programs  comprising the VOD Content and HVOD Content are refreshed.
            Unless Affiliate notifies Network in writing that it desires for the
            VOD  Content  and/or  HVOD  Content to include X rated,  XX.5 rated,
            and/or XXX  Programs,  the VOD Content and HVOD Content will include
            only XX rated Programs (as such ratings  designations  are generally
            understood  in the  industry).  Network  shall at all times offer to
            make  available to  Affiliate  any adult  content made  available by
            Network to any other United States  distributor  for  subscribers to
            view on an VOD basis  (including  other versions of content provided
            to Affiliate  with a different  editing  standard).  Notwithstanding
            anything to the contrary in this  Agreement,  Network  hereby agrees
            that Affiliate shall at all times,  and at any time during the Term,
            have the  absolute  right to air or  offer  or to  cease  airing  or
            offering  any VOD Content or HVOD Content to any  individual  and/or
            System(s).  Affiliate,  at its own expense, shall obtain and install
            equipment  necessary to distribute  the VOD Content and HVOD Content
            to such  subscribers  from  the  server  in each  System's  headend.
            Network, at its own expense,  shall deliver the VOD Content and HVOD
            Content in  compliance  with  generally  accepted  standards of good
            practice and  according  to  parameters  specified in the  CableLabs
            Video On Demand  Content  Specification  Version  1.0 ("CLI 1.0") or
            future releases thereof,  including all applicable digitally encoded
            non-video data attributes  ("Meta Data").  Network shall deliver the
            VOD Content and HVOD Content via either of the following methods, as
            selected by Network at its sole option, upon advance written notice:
            (i) satellite or program  master to the Comcast Media Center ("CMC")
            in  Denver,  Colorado,  or (ii) FTP  directly  to a point or  points
            designated by Affiliate. The maximum MPEG 2 encoding data rate shall
            be 3.75 mbps,  provided  that  Network  agrees  that when it becomes
            commercially  feasible or industry  standard to do so, then  Network
            will encode at a maximum rate of 3.375 mbps.  Network shall bear all
            costs in  connection  with the  encoding  of, and the  transport  to
            applicable  Systems of, the VOD Content and HVOD Content  regardless
            of the method of  delivery  (and to the extent  necessary  to ensure
            Network's compliance with the provisions of this sentence (including
            if Network elects to deliver  unencoded VOD Content and HVOD Content
            to the CMC), Network shall enter into an agreement,  and/or maintain
            any existing  agreement,  with the CMC concerning the CMC's services
            related to such encoding and transport).

13.   The following language is hereby added as Section 4(j) of the Agreement:


                                       4
<PAGE>

            (j) Network shall be  responsible  for any and all royalties  and/or
            other fees payable to any  applicable  programming  licensor(s)  for
            content  included in the VOD Content  and HVOD  Content  (including,
            without limitation, residuals or other payments to guilds or unions,
            rights for music clearances,  including but not limited to Network's
            through-to-the-viewer  performance rights,  synchronization  rights,
            and mechanical rights, and all other content-based  fees,  payments,
            or obligations  arising out of the activities  contemplated  by this
            Agreement),  and Affiliate shall have no responsibility or liability
            for  any  such  royalties  or  fees,   including  any  content-based
            royalties or fees associated with distribution of the VOD Content or
            HVOD  Content  via  VOD,  except  for fees  payable  to  Network  in
            accordance  with Section 5 of this Agreement.  Network  acknowledges
            that Affiliate may, from time to time, direct Network not to include
            as part of the VOD Content or HVOD  Content any  particular  Program
            that Affiliate reasonably determines does not meet the intent of the
            rating such Program has been given or otherwise may cause  Affiliate
            business,  political, or operational difficulty;  provided, however,
            that such Program shall count toward  Network's  satisfaction of its
            obligations  hereunder  to provide at least ***** of VOD Content and
            at least ***** of HVOD  Content for the period of time during  which
            such Program was  scheduled to be made  available as part of the VOD
            Content or HVOD Content.  The VOD Content and HVOD Content shall not
            contain any  sponsorships  or  advertising,  except  sponsorship  or
            advertising  for the Service  permitted  under this Agreement or the
            Spice Agreement.

14.   The second  sentence of Section 5(a) of the Agreement is hereby deleted in
      its entirety and replaced with the following:

      The Fees shall be  calculated,  stated,  and reported  separately for each
      category of subscriber.

15.   The third sentence of each of Sections  5(a)(i),  5(a)(ii),  5(a)(iii) and
      5(a)(iv) of the Agreement, which contain the definitions of, respectively,
      "PPV  Satellite  Fees",  "Service  Satellite  Fees",  "PPV Cable Fees" and
      "Service Cable Fees", are hereby deleted.

16.   Section  5(a)(v) of the  Agreement is deleted in its entirety and replaced
      with the following:

      (a)(v) "Fees" means the fees payable by Affiliate to Network, as described
      in Section  5(b) below.  Fees  payable by  Affiliate  to Network  during a
      Renewal Term are referred to as Renewal Fees.

17.   Section  5(a)(ix) of the Agreement is deleted in its entirety and replaced
      with the following:

      Deleted without implication.

18.   The  following  language  is hereby  added as  Section  5(a)(xiii)  of the
      Agreement:


                                       5
<PAGE>

            (a)(xiii) "VOD" means the  authorization  of a subscriber to receive
            the VOD Content or HVOD Content  that is chosen by a subscriber  for
            display to that subscriber.  For purposes hereof,  the "VOD Content"
            shall  mean all  content  delivered  by  Network  to  Affiliate  for
            delivery to  subscribers  on a  per-Program  basis in exchange for a
            per-viewing fee. For purposes hereof,  the "HVOD Content" shall mean
            all  high-definition  content  delivered by Network to Affiliate for
            delivery to  subscribers  on a  per-Program  basis in exchange for a
            per-viewing fee. A "Program" shall mean an individual  feature film,
            direct-to-video  programming  (including  a movie),  extended-length
            video,  live  performance  or  production,   or  other  audio-visual
            program;  provided,  however,  that each such  Program  shall be (i)
            professionally produced,  commercial free, high quality heterosexual
            male- or  couple-targeted  adult-oriented  content intended only for
            adult  consumers  because of its sexual  content;  and (ii) at least
            twenty (20) minutes in duration.

19.   Section  5(b)  (including  Sections  5(b)(i)  through  5(b)(iii))  of  the
      Agreement is deleted in its entirety and replaced with the following:

            (b)  For  each  Service  Cable   Subscriber  or  Service   Satellite
            Subscriber,  Affiliate will pay Network the applicable Revenue Share
            Percentage (as defined in Section 5(d)) of Gross Receipts,  less the
            deductions  described in Section 5(g),  subject to a monthly minimum
            of  *****  per  Service  Cable   Subscriber  or  Service   Satellite
            Subscriber,  which Fees (as defined  below)  shall not be subject to
            rate caps. When the Service is sold to a Service Cable Subscriber or
            Service Satellite  Subscriber in combination with other services for
            a package charge (as, for example, in a tier or in a package of a la
            carte  or  other   services),   the  Gross  Receipts  deemed  to  be
            attributable  to a Service  Cable  Subscriber  or Service  Satellite
            Subscriber  for the  Service  shall  be  equal  to the  total  Gross
            Receipts  for the tier or package of  services  sold in  combination
            with the Service,  multiplied by a fraction,  the numerator of which
            is the a la carte retail  charge for the Service  otherwise  charged
            for  the  pertinent  System  and the  denominator  of  which  is the
            numerator  plus  the  aggregate  of the a la  carte  retail  charges
            otherwise  charged by the  pertinent  System for the other  services
            included in the tier or package of a la carte or other  service.  In
            addition,  if Affiliate  provides  the Service to multiple  dwelling
            complexes,  including, but not limited to, apartment buildings, on a
            bulk-rate  basis,  the number of Service  Satellite  Subscribers  or
            Service Cable  Subscribers (as the case may be) attributable to each
            such bulk-rate subscriber shall be equal to the total monthly retail
            rate  charged a complex  for the  Service  divided  by the  standard
            monthly  retail  rate  charged a  non-bulk  rate  Service  Satellite
            Subscriber or Service Cable  Subscriber (as the case may be) for the
            Service  in the  applicable  System  or by the  pertinent  Satellite
            distributor, as the case may be.

20.   Section  5(c)  (including  Sections  5(c)(i)  through  5(c)(iii))  of  the
      Agreement is deleted in its entirety and replaced with the following:

            (c) For each PPV Cable Subscriber and each PPV Satellite  Subscriber
            who receives and pays for one (1) technically  satisfactory  viewing
            of one (1) viewing  segment of


                                       6
<PAGE>

            the Service,  including by means of VOD,  Affiliate will pay Network
            the  Network  Share of the  Gross  Receipts  paid by such PPV  Cable
            Subscriber and each PPV Satellite Subscriber to Affiliate.  "Network
            Share"  shall equal the  applicable  Revenue  Share  Percentage  (as
            defined in  Section  5(d)) of the Gross  Receipts  paid by each such
            subscriber  but not less than ***** per PPV Cable  Subscriber or PPV
            Satellite  Subscriber,  and ***** for each VOD transaction),  except
            that  such  amount  paid by each PPV  Cable  Subscriber  or each PPV
            Satellite  Subscriber  (as the case  may be)  shall  be  subject  to
            reduction as provided in Section 5(g) below.

21.   Section 5(d) of the Agreement is deleted in its entirety and replaced with
      the following:

            (d) For  purposes  hereof,  "Revenue  Share  Percentage"  shall mean
            *****. Notwithstanding the foregoing, Revenue Share Percentage shall
            mean ***** effective upon the first date upon which Affiliate offers
            both (A) at least  ***** of the  TV-SVOD  Content  (as such  term is
            defined in the Playboy  Agreement)  for  distribution  of Playboy TV
            (the "Playboy  Service")) in connection  with a subscription  to the
            Playboy  Service in systems  comprising  at least ***** of the basic
            cable television subscribers within Systems that offer adult content
            on a VOD basis (i.e., VOD content that is rated X or a more explicit
            editing  standard,  other than such VOD content  that is included as
            part  of an  SVOD  offering  from a  premium  service  provider  not
            targeted exclusively to adult audiences (e.g.,  Cinemax,  Showtime))
            (such systems,  the "Adult  VOD-Enabled  Systems"),  and the parties
            agree that the number of basic  television  subscribers in the Adult
            VOD-Enabled  Systems  shall be deemed to be *****,  and (B) at least
            ***** of the VOD Content offered, at a minimum,  via a branded entry
            point (i.e.,  the name  "Playboy"  or "Spice,"  but not  necessarily
            using a logo) in  systems  comprising  at least  ***** of the  basic
            cable television  subscribers  within the Adult VOD-Enabled  Systems
            ((A)  and  (B)  together,  the  "Carriage  Incentive   Benchmarks");
            provided,  however,  that if a System  offers at least  ***** of the
            TV-SVOD  Content and such System (or another  System (i.e.,  whether
            this occurs in a single System or as a  combination  of two separate
            Systems))  offers at least  ***** of the VOD Content  before  *****,
            then  the  Revenue  Share  Percentage  shall  mean  *****,  provided
            further,  however,  that if Affiliate  fails to achieve the Carriage
            Incentive  Benchmarks  on or before  *****,  then the Revenue  Share
            Percentage  shall be deemed to be *****  between ***** and Affiliate
            shall  be   required  to  remit  to  Network   outstanding   amounts
            retroactive to ***** for those Systems that are not offering  either
            at  least  *****  of  the  TV-SVOD  Content  in  connection  with  a
            subscription  to the  Service,  or at least ***** of the VOD Content
            ***** as of *****Agreement.

22.   Section 5(f) of the Agreement is deleted in its entirety and replaced with
      the following:


                                       7
<PAGE>

            (f) The  Fees  that are  attributable  to  Gross  Receipts  based on
            Subscription  services  payable by  Affiliate  to Network  hereunder
            shall be due and payable  forty-five  (45) days after the end of the
            calendar month to which they relate.  The Fees that are attributable
            to Gross Receipts based on PPV or VOD services  payable by Affiliate
            to Network  hereunder shall be due and payable  forty-five (45) days
            after the last day of the calendar month which includes the last day
            of the Reporting Period.  The term "Reporting Period" shall mean the
            days from the end of each System's or Satellite  distributor's prior
            monthly  reporting period (which date may vary in each System or for
            each  Satellite  distributor  from the 20th of the calendar month to
            the last day of the  calendar  month) to the end of the  System's or
            Satellite  distributor's  then  current  monthly  reporting  period.
            Affiliate shall have the right,  however, to make adjustments to any
            month's  payment  in an amount  equal to the  portion  of a previous
            month's Fees which represent an overpayment or underpayment.

23.   The following shall be added as a new last sentence of Section 5(g) of the
      Agreement:

            In addition,  the Gross  Receipts  attributable  to purchases of VOD
            Content  or HVOD  Content  shall  be equal to the  total  amount  of
            per-viewing  fees billed by  Affiliate  to the VOD  subscribers  for
            viewing  of the VOD  Content  or HVOD  Content,  less any  technical
            credits  given by  Affiliate  to such  subscribers  pursuant to this
            Section.  In the  event of a  substantiated,  technological  failure
            within the  transmission  system for  delivering VOD Content or HVOD
            Content to subscribers resulting in the substantial  interruption or
            termination  of an  exhibition of a Program,  Affiliate  may, in its
            discretion,  offer a  technical  credit to the  subscriber  affected
            thereby not to exceed the amount charged to the affected  subscriber
            and shall maintain documentation in support of the granted technical
            credit.

24.   The phrase "PPV Satellite Fees, PPV Cable Fees, Service Satellite Fees and
      Service Cable Fees" is deleted in its entirety from Sections 5(h) and 5(i)
      and replaced in each instance with the term "Fees".

25.   Section  6(a)  of  the  Agreement   (including  Sections  6(a)(i)  through
      6(a)(iv)) is deleted in its entirety and replaced with the following:

      (a)   For all  Reporting  Periods,  Affiliate  shall send to Network along
            with the payments, if any, due under Section 5 hereof, informational
            statements.  Each statement shall set forth information necessary to
            the  calculation  of the Fees and  Renewal  Fees paid,  which  shall
            include but not be limited to:

                  i.    the total  number of PPV  purchases  for the  applicable
                        month;

                  ii.   to the extent necessary to determine the Fees payable by
                        Affiliate,   the  number  of  basic   cable   television
                        subscribers served by Adult VOD-


                                        8
<PAGE>

                        Enabled  Systems,  and the  number of Adult  VOD-Enabled
                        Systems offering the VOD Content and/or the SVOD Content
                        in  connection   with  a  subscription  to  the  Playboy
                        Service, for the applicable month;

                  iii.  the  average  number of Service  Cable  Subscribers  and
                        Service Satellite  Subscribers for the applicable month;
                        and

                  iv.   the total number of VOD  purchases  and the names of the
                        titles (or other  appropriate  identifier)  for each VOD
                        purchase, for the applicable month.

26.   Section  7(a)(ii) of the Agreement is deleted in its entirety and replaced
      with the following:

      (a)(ii) Deleted without implication.

27.   In Section  7(d)(ii)  of the  Agreement  is deleted  in its  entirety  and
      replaced with the following:

            (d)(ii) Network shall have the right to run ***** of commercial time
            per hour. In the event that Network elects to run more than ***** of
            commercial  time per hour,  Network  shall make  available  ***** of
            commercial time per hour to Affiliate for Affiliate's  use. With the
            exception of the ***** per hour granted above, the Service shall not
            contain  any  advertising,  including  but not limited to audio text
            services,  merchandise  sales,  Internet  services  and  other  such
            products. Notwithstanding the foregoing, during the "breaks" between
            movies and/or other programs,  the Service may contain the following
            audio text spots: (x) if the break is less than or equal to ***** in
            length, audio text spots not exceeding ***** in the aggregate during
            such  break;  and (y) if the break is greater  than ***** in length,
            audio text spots not exceeding  ***** in the  aggregate  during such
            break;  provided  that, in either case,  Network shall not interrupt
            any  programming  to air the audio text  spots,  and each audio text
            spot shall be accompanied by a visual (if not moving video) element.
            In  addition,  Network  shall  be  permitted  to  refer  viewers  to
            Network's  and its  affiliated  companies'  websites for  scheduling
            information  regarding  the Service and may refer  generally  to the
            websites (e.g., "Visit our website at Playboy.com");  provided that,
            such  referrals  shall not contain any  advertising,  promotions  or
            sales.

28.   The  following  language  shall  be  added  to the  end of  Section  7(f),
      "provided  that Network  shall not be  restricted  from making  incidental
      references to other services  affiliated with Network as part of Network's
      regular programming."

29.   The  Affiliate  contact  information  at  Section 11 of the  Agreement  is
      deleted  in  its  entirety  and  replaced  with  the   following   contact
      information:


                                       9
<PAGE>

                  To Affiliate:     Satellite Services, Inc.
                                    c/o Comcast Cable
                                    1500 Market Street
                                    Philadelphia, PA 19102
                                    Attention:  Senior VP, Programming

                                    With a copy to:
                                    Comcast Cable
                                    1500 Market Street
                                    Philadelphia, PA 19102
                                    Attention:  General Counsel

                  To Network:       Playboy Entertainment Group, Inc.
                                    2706 Media Center Drive
                                    Los Angeles, CA 90065
                                    Attention:  President

                                    With a copy to:
                                    Playboy Enterprises, Inc.
                                    680 North Lake Shore Drive
                                    Chicago, IL 60611
                                    Attention:  General Counsel

30.   Section  13(b) of the  Agreement  is deleted in its  entirety and replaced
      with the following:

            (b) In the event that (i)  Network  acquires  or  otherwise  obtains
            operating control of, any programming service other than the Service
            (an "Other Service"), and (ii) such Other Service is merged into, or
            otherwise combined with, the Service,  in each case so that there is
            only one surviving service, then (a) if the Service is the surviving
            service,  then this Agreement  shall remain in full force and effect
            and any agreement concerning distribution of the Other Service shall
            be  terminated  and the parties  thereto  shall be discharged of any
            further obligations and/or liabilities  thereunder as of the date of
            such  merger  or  combination;  or (b) if the Other  Service  is the
            surviving  service in such merger or  combination,  (x) if Affiliate
            has (at the time of such merger,  combination,  or  acquisition)  an
            affiliation agreement concerning  distribution of the Other Service,
            then such  affiliation  agreement for the Other Service shall remain
            in full force and effect, and this Agreement shall be terminated and
            the parties  hereto shall be discharged  of any further  obligations
            and/or  liabilities  hereunder as of the date of such merger, or (y)
            if  Affiliate  does not  have an  affiliation  agreement  concerning
            distribution  of the Other Service,  then  Affiliate  shall have the
            option to elect to have  this  Agreement  continue  to apply to such
            Other Service or to negotiate a new agreement to apply to such Other
            Service.  In the event that Network acquires or otherwise  exercises


                                       10
<PAGE>

            operating  control over an Other Service,  and such Other Service is
            not merged  into,  or  combined  with,  the  Service,  then (A) this
            Agreement shall not apply to the distribution of such Other Service,
            and (B) Affiliate shall not be entitled, by virtue of such merger or
            combination, to distribute the Service under any agreement governing
            Affiliate's distribution of such Other Service.

31.   The first sentence of Section 13(d) of the Agreement  shall be modified to
      read as follows:

            (d) This Agreement, as amended, contains the entire understanding of
            the parties and  supersedes  and abrogates all  contemporaneous  and
            prior  understandings  of the  parties,  whether  written  or  oral,
            relating to the subject matter hereof,  including that certain prior
            agreement  between Comcast  Programming  and Spice,  Inc. made as of
            October 1, 1999, as amended,  which expired  September 30, 2004 (the
            "Prior Comcast Agreement").

32.   The  following  sentences  are hereby added to the end of Section 13(g) of
      the Agreement:

      1)    Affiliate  acknowledges that it is specifically granted the terms of
            this Section 13(g) in consideration  for the provisions set forth in
            Section  5(d)  of this  Agreement.  Additionally,  Affiliate  hereby
            agrees that, in consideration  for the Fees granted pursuant to this
            Agreement, as amended, Affiliate shall *****.

      The above  notwithstanding  ***** shall apply only if *****.  Furthermore,
      Affiliate's *****.

33.   The following language is hereby added as Section 13(l) of the Agreement:

            (l) No Press Releases.  Neither party shall issue any press release,
            announcement or statement to the public or any third party regarding
            the business  relationship of the parties as set forth herein or the
            transactions described in this Agreement without the advance written
            consent of the other party,  except to the extent such disclosure or
            statement is required by law.

34.   The following language is hereby added as Section 13(m) of the Agreement:

            (m)  Release of Claims.  Network,  on behalf of itself,  its parent,
            subsidiary  and  other  affiliated   companies  and  each  of  their
            respective  officers,   directors,   employees,   partners,  agents,
            shareholders, representatives,  successors, predecessors and assigns
            (collectively,  the "Network Releasing  Parties") hereby voluntarily
            and forever completely remises,  relinquishes,  releases and forever
            discharges   Affiliate,   its  parent,   subsidiary  and  affiliated
            companies and each of their respective  present and former officers,
            directors,     employees,     partners,    agents,     shareholders,
            representatives, successors, predecessors and


                                       11
<PAGE>

            assigns  (collectively,  the "Affiliate Released  Parties"),  of and
            from any and all claims (including claims for conversion liability),
            demands,  losses,  penalties,  costs,  expenses (including,  without
            limitation, reasonable attorneys' fees), interest, damages, actions,
            causes of  action  and  liabilities,  whether  at law or in  equity,
            whether based on contract,  statute, tort, or strict liability,  and
            whether for compensatory,  special, punitive, statutory or any other
            damages or remedies, whether known or unknown, accrued or unaccrued,
            foreseen or  unforeseen,  contingent  or  non-contingent,  direct or
            indirect,   whether  heretofore  asserted  or  not,  or  arising  by
            assignment,  operation  of law or  otherwise,  that  are  based  on,
            connected  to,  arising  out of or related to the  payment,  alleged
            failure to pay or  alleged  liability  for the  payment of any Fees,
            Renewal  Fees,  license  fees  or  any  other  charges  or  payments
            whatsoever by Affiliate on account of the Systems to Network for the
            Service  (including any feeds or multiplex  signals thereof) for the
            period prior to, and  including,  *****.  Network  shall  indemnify,
            defend,  and hold the Affiliate  Released  Parties harmless from and
            against any claim brought by a Network  Releasing  Party,  and/or by
            any person or  entity,  under any  actual or  purported  assignment,
            subrogation  or other  right of  substitution  by or under a Network
            Releasing Party, against an Affiliate Released Party relating to the
            claims released in this Section 13(m), and Network's indemnification
            shall be subject to the provisions of Sections 8(h) herein.

35.   Exhibit A shall be deleted in its  entirety  and  replaced  with Exhibit A
      attached hereto.

36.   Exhibit B-1  (Programming  Schedule)  shall be deleted in its entirety and
      replaced with Exhibit B-1 (Programming Schedule) attached hereto.

37.   The parties acknowledge that those Majority-Owned Systems distributing the
      Service  pursuant  to  the  Terminated  Agreements  or the  Prior  Comcast
      Agreement are hereby added to the Agreement as of the Amendment  Effective
      Date.

AGREED TO AND ACCEPTED BY THE PARTIES AS OF THE LAST DATE WRITTEN BELOW.

SPICE, INC.                             SATELLITE SERVICES, INC.

By:    James F. Griffiths               By:    Jennifer T. Gaiski

Name:  James F. Griffiths               Name:  Jennifer T. Gaiski

Title: President                        Title: Vice President, Programming

Date:  9/26/05                          Date:  9/26/05


                                       12
<PAGE>

                                    EXHIBIT A

                                       to

                              Affiliation Agreement

                                 by and between

                                   Spice, Inc.

                                       And

                            Satellite Services, Inc.

                      dated as of November 1992, as amended

                              SYSTEM QUALIFICATIONS

Affiliate  represents and warrants  that,  with respect to each System listed on
Schedule 1 hereto,  Comcast  Corporation,  or any person or entity  controlling,
controlled by, or under common  control with  Affiliate or Comcast  Corporation,
now or hereafter (Affiliate,  Comcast Corporation and each such person or entity
a "Comcast Entity"), (i) owns or has the right to acquire ownership of, directly
or  indirectly,  a minimum of ten percent  (10%) of such  System;  and (ii) with
respect  to Systems  that are less than  fifty  percent  (50%)  owned,  has been
authorized  to execute  decisions  on behalf of such System with  respect to the
Service. In the event Affiliate's direct or indirect equity interest in a System
or in the entity managing such System  decreases below the level required by the
immediately  preceding  sentence,  and provided  Affiliate's  interest  does not
decrease  to zero,  such System  shall  continue  to qualify  for  inclusion  on
Schedule 1 as long as Affiliate's interest in such System increases to the level
required  hereunder  within eighteen (18) months of such decrease.  In the event
Affiliate,  or any of the entities that owns or manages  systems or  enterprises
that  qualify  hereunder,  effects a  corporate  separation,  reorganization  or
restructuring  (including,  without  limitation,  by a distribution of stock, or
other assets or rights, to its shareholders,  partners or joint venturers),  the
systems or enterprises of the entity resulting from such transaction  (including
all interim and supporting  entities) and/or all of such resulting entities,  in
the aggregate, will qualify under the system qualifications set forth herein, so
as to  continue  to  qualify  to  distribute  the  Service  under  the terms and
conditions hereof, as if such separation,  reorganization or other restructuring
had not occurred. Any system that satisfies the qualifications of this Exhibit A
and in which a Comcast  Entity owns more than fifty percent (50%) interest shall
be referred to as a "Majority-Owned System."


                                       13