Exhibit 10.1

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.

                        PLAYBOY ENTERTAINMENT GROUP, INC.

March 31, 2008

Melinda C. Witmer,
Executive Vice President and
Chief Programming Officer
Time Warner Cable LLC
290 Harbor Drive
Stamford, CT 06902

Re:   First Amendment to the Affiliation Agreement by and between Playboy
      Entertainment Group, Inc.; Spice Entertainment, Inc.; and Spice Hot
      Entertainment, Inc. (collectively "Playboy") and Time Warner Cable Inc.
      dated as of July 8, 2004 (the "Affiliation Agreement")

Dear Melinda:

This  letter  agreement,  when  duly  executed  by Time  Warner  Cable LLC (as a
successor to Time Warner Cable Inc.) ("TWC") and Playboy below, shall constitute
TWC's and Playboy's first amendment to the Affiliation Agreement, and, except as
set forth in  Paragraphs  13 and 14  below,  shall be  effective  as of the date
indicated  above (the  "Amendment  Date").  Terms that are  capitalized  but not
defined  herein  shall have the  meanings  ascribed  to them in the  Affiliation
Agreement.

For good and valuable  consideration,  the receipt and  sufficiency  of which is
hereby  acknowledged,  Playboy  and TWC hereby  agreed to amend the  Affiliation
Agreement as follows:

      1.    The  following   definitions  are  added  to  Section  1(a)  of  the
            Affiliation Agreement:

      "Multiplex"  means the  packaging  of Pay Per View  Purchases  as a single
      offering,  such  that for a single  payment  a  purchasing  Subscriber  is
      permitted to view one or more  "Multiplex  Services"  (as defined  below),
      together with other adult  channels as determined by Affiliate,  all for a
      single payment for a period not to exceed twenty four (24) hours.

      "Multiplex  Services"  means  the  Playboy  TV  Service  and/or  the Spice
      Services actually distributed by Affiliate.

      2706 MEDIA CENTER DRIVE, LOS ANGELES, CALIFORNIA 90065 323.276.4075 /
                                FAX 323.276.4502

Execution Copy

<PAGE>

"Offering Percentage" means the percentage,  derived on a monthly basis based on
reports  provided  by  Affiliate,  calculated  by  dividing:  (a) the  number of
Affiliate's  Subscribers that have the Playboy TV SVOD Service available to them
from a Time  Warner  Cable  System;  by (b)  the  total  number  of  Affiliate's
Subscribers in Time Warner Cable Systems that offer SVOD.

"Qualifying Benchmark" means the status whereby:

      (1)   Either: *****

2.    Subsection  4(b) of the  Affiliation  Agreement,  "Playboy TV SVOD Service
      Description",  is amended by the replacement of the third sentence of such
      subsection with the following sentences:

The Playboy TV SVOD  Service  shall  consist of a minimum of fifty (50) hours of
VOD Programs each month. In the event Playboy makes any other or any additional,
larger SVOD package  offerings  available to any distributor,  TWC will have the
right but not the  obligation to make such  offerings  available to  Subscribers
under the same terms applicable to the Playboy TV SVOD Service.  Notwithstanding
the  foregoing,  the Playboy SVOD Service  shall not include  full-length  movie
assets  (currently known as "Playboy  Director's Cut") that are featured as part
of the Spice Services.

3.    Subsection 4(f) of the Affiliation Agreement, "VOD Package Service(s)", is
      amended by inserting the  following  after the last sentence of Subsection
      4(f):

Within ninety (90) days following the execution of the First Amendment,  Network
will offer the following VOD Package Services:

      (i) Too Hot for TV VOD  Package  Service.  Subject  to the  terms  of this
Section  4(f),  Playboy will make  available to Affiliate a VOD Package  Service
entitled "Too Hot for TV" consisting of fourteen (14) hours of Programs (the VOD
Package Service referred to herein as the "Too Hot for TV VOD Package Service").
The   Programs   in  the  Too  Hot  for  TV  VOD   Package   Service   shall  be
professionally-produced  adult full-length programs selected by Playboy,  edited
to comply  with the TVMA  rating,  and shall  focus on real people in unusual or
novel sexually oriented situations with the level of depicted explicitness being
the same as (or less explicit than)  programming  shown on premium channels such
as HBO, Showtime and Cinemax. The depiction of sex in these episodes may be real
or simulated.

      (ii) Gay  Targeted  VOD  Package  Service.  Subject  to the  terms of this
Section  4(f),  Playboy will make  available to Affiliate a VOD Package  Service
consisting of twenty (20) hours of Programs (the VOD Package Service referred to
herein as the "Gay  Targeted  VOD  Package  Service").  The  Programs in the Gay
Targeted VOD

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<PAGE>

Package  Service shall be  professionally-produced  adult  programs  selected by
Playboy,  targeted  to the male gay  community,  edited  to a  standard  no more
explicit than the Partially Edited  Standards.  Each Program in the Gay targeted
VOD Package  Service:  (v) shall depict  homosexual  situations and nudity among
consenting  adults;  (w) may depict erect  genitalia,  male on male fellatio and
simulated  or  implied  sexual  intercourse;  (x) shall not depict  actual  anal
penetration,  licking or anal sexual play of any kind; (y) shall not depict male
ejaculation,  sexual violence or excessive nonsexual violence,  incest,  sadism,
sadomasochism,  forced bondage in scenes  containing  sexual  activity or forced
bondage   carrying   sexual   innuendo  or  sexual   connotations,   illegal  or
irresponsible drug usage, minors or scenes with adults being depicted as minors;
and (z) shall not include racist or sexist language.

      (iii)  International  VOD  Service.  Subject to the terms of this  Section
4(f),  Playboy will make available to Affiliate a VOD Package Service consisting
of twenty (20) hours of Programs  (currently  referred  to as  "Caliente").  The
Programs    in   the    International    VOD    Package    Service    shall   be
professionally-produced   internationally   produced  adult  programs  featuring
foreign  men and  women in the  language  and  locations  of each  country,  the
languages  being other than English (and at any  particular  time, not more than
ten (10) hours of Programs  in such  package  shall be in a Hispanic  language),
edited to be no more explicit than the Partial Edited Standards.

4.    Subsection  4(j)  of the  Affiliation  Agreement,  "Services  Provided  in
      Entirety",  is  amended  by the  deletion  of the word  "national"  in the
      penultimate sentence in the subsection.

5.    Subsection   4(k)  of  the   Affiliation   Agreement,   "High   Definition
      Programming",  is amended by the deletion of all but the first sentence of
      the  Subsection,  and inserting the following prior to the first sentence:
      "Network  represents and warrants that no distributor has, or will have at
      any time during the Term after October 1, 2007,  the  exclusive  rights to
      distribute HD Programs."

6.    A new Subsection 4(n) is added to the  Affiliation  Agreement by inserting
      the following:

            (n) Multiplex  Offering.  Affiliate  may include  Playboy TV Service
      and/or any Spice Service distributed by Affiliate in a Multiplex.

7.    Paragraph 8 of the  Affiliation  Agreement,  "Fees",  is amended by adding
      before Subsection 8(a) the following: *****

8.    Subsection 8(a) of the Affiliation  Agreement,  "Service Fees", is deleted
      in its entirety and replaced with the following:

(a) Qualifying  Benchmark Rates. If, for a particular calendar month,  Affiliate
has satisfied the Qualifying  Benchmark,  then the Fees set forth in Subsections
8(a)(1) - 8(a)(11) shall be applicable for the respective Services.

      *****

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<PAGE>

9.    *****

10.   The  following  shall  be  added  as a  new  Subsection  10(d)(i)  to  the
      Affiliation Agreement: *****

11.   Effective  on the  Amendment  Date,  Subsection  10(d) of the  Affiliation
      Agreement,  "Marketing Allowance" shall be deleted in its entirety and the
      following  shall be inserted as a new Subsection  10(d) of the Affiliation
      Agreement: *****

12.   Section 2 of the Affiliation Agreement,  "Rights", is amended to add a new
      Subsection (d) as follows:

      (d) Other Rights. *****

13.   Effective  upon the earlier of: (i)  termination  of carriage of Spice and
      Spice 2 in Affiliate's  Cincinnati,  Ohio division;  or (ii)  seventy-five
      (75) days following the Amendment Date, the definition of "Spice Services"
      in Section  1(a) of the  Affiliation  Agreement is amended to delete after
      the words "known as" the phrase '"Spice," "Spice 2,"'.

14.   *****

15.   Affiliate  acknowledges that Network will cease distributing the Spice and
      Spice 2 Services  seventy-five  (75) days following the Amendment Date and
      agrees that Network will have no  obligation  to provide such  Services in
      the future. *****

16.   *****

      Except as expressly  set forth herein,  all other terms and  conditions of
      the Affiliation Agreement remain in full force and effect.

      Your signature below indicates your  understanding  and agreement with the
      above terms and conditions.

Sincerely,

PLAYBOY ENTERTAINMENT GROUP, INC.

By:      /s/ Bob Meyers
         -----------------------------------------
Name:    Bob Meyers
Title:   Executive Vice President and President

SPICE ENTERTAINMENT, INC.
By:      /s/ Bob Meyers
         -----------------------------------------
Name:    Bob Meyers
Title:   Executive Vice President and President

SPICE HOT ENTERTAINMENT, INC.
By:      /s/ Bob Meyers
         -----------------------------------------
Name:    Bob Meyers
Title:   Executive Vice President and President

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<PAGE>

                                             AGREED AND ACCEPTED:
                                             TIME WARNER CABLE LLC

                                            BY: /s/ Melinda C. Witmer
                                                --------------------------------
                                            NAME:  Melinda C. Witmer
                                            TITLE: Executive Vice President
                                                   and Chief Programming Officer

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<PAGE>

                   EXHIBIT A

           Market/VOD Catcher Location   Division   Spice XX   Spice X
--------------------------------------------------------------------------------
                      *****                *****     *****     *****
--------------------------------------------------------------

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