Exhibit 10.5

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.

                 OMNIBUS AMENDMENT TO AGREEMENTS BETWEEN PLAYBOY
          ENTERTAINMENT GROUP, INC., ANDRITA STUDIOS, INC. AND INTELSAT
                                 USA SALES CORP.

                     Amendment No. 2 to Agreement T70102100
                    Amendment No. 2 to Agreement GSS0210100
                     Amendment No. 2 to Agreement T70309257

                               December 22nd, 2005

This Omnibus  Amendment  ("Omnibus  Amendment")  to Agreements  between  Playboy
Entertainment Group, Inc., Andrita Studios, Inc. and Intelsat USA Sales Corp. is
entered into this 22nd day of December, 2005.

WHEREAS Playboy Entertainment Group, Inc. ("Playboy") and Loral Skynet, a
Division of Loral SpaceCom Corporation ("Loral"), entered into an agreement
signed on March 1, 2001 for Playboy to lease C-band transponder 15 on satellite
IA-7, with a term through January 31, 2010 (this agreement being, as amended,
the "IA-7 C15 Lease");

WHEREAS Playboy and Loral entered into a separate agreement for Playboy to lease
half of Transponder 9 on the Telstar 7 satellite on November 20, 2003 (the "IA-7
C9 Lease");

WHEREAS on February 4, 2003, Loral and Playboy entered into the Loral
Skynet/Playboy Entertainment Group, Inc. Digital Channel Platform Agreement
***** with service being provided on IA-7 C5 and IA-7 C23, (the "Channel
Agreement");

WHEREAS Playboy assigned the IA-7 C15 Lease to Andrita Studios, Inc. ("Andrita")
on February 4, 2004;

WHEREAS Intelsat LLC acquired the assets of Loral effective on March 17, 2004
and, in connection with that acquisition, all of the above agreements were
assigned to Intelsat USA Sales Corp. ("Intelsat");

WHEREAS on May 7, 2004, Playboy, Andrita and Intelsat agreed to modify the
various agreements between the parties to reflect an extension of the IA-7 C15
lease until January 31, 2013, for Playboy to lease an additional 18 MHz
bandwidth on IA-7 C9 (the "HD Lease"); and for the Channel Agreement to be
extended to January 31, 2013;

WHEREAS on November 28, 2004, Intelsat's satellite IA-7 experienced a major
service failure, and Intelsat offered to restore services by moving services
provided on IA-7 to

<PAGE>

the corresponding C-band transponders on satellite IA-13, with modified
Performance Parameters;

WHEREAS the parties all now wish to amend each of the IA-7 C15 Lease, the IA-7
C9 Lease and the Channel Agreement to reflect changing market conditions;

NOW THEREFORE for and in consideration of the terms and conditions set forth
herein, the parties agree as follows:

I.    TERMINATION OF LEASE

Andrita and Intelsat agree to terminate the HD Lease, effective as of May 1,
2005, and the parties acknowledge that, in consideration of the agreements set
forth in III A below, there is no amount due to Intelsat for the lease of this
bandwidth.

II.   REASSIGNMENT OF SERVICE

A.    As a result of the major service failure of Intelsat's IA-7 satellite on
      November 28, 2004, the Parties all confirm that each transponder leased by
      Playboy or Andrita on IA-7 (C5, C9, C15 & C23) is replaced by a
      transponder on IA-13.

B.    Upon sixty days' prior notice by Intelsat to Andrita, but under no
      circumstances earlier than March 1, 2006, Intelsat will move the remaining
      service provided to Playboy under the IA-7 C9 Lease from IA-13 back to
      IA-7. Notwithstanding any other provisions contained in the IA-7 C9 Lease,
      following the transfer back to IA-7, the service will be provided by
      Intelsat as a Fully Protected Service, as that term is defined in the IA-7
      C9 Lease .

III.  EXENTION OF LEASE TERMS

A.    The Terms of the IA-7 C15 Lease and the Channel Agreement are each
      extended until June 1, 2013.

IV.   AMENDMENT TO CHANNEL AGREEMENT

A.    Section 3.1.1 of the Channel Agreement is amended by adding the following
      paragraph to the end of the section:

      *****

B.    Section 3.1.3 of the Channel Agreement is amended by deleting it in its
      entirety and replacing it with the following:

      Sales and Marketing. Intelsat and PLAYBOY (through its subsidiary Andrita
      Studios, Inc. ("ANDRITA") will each have the right to offer for sale and
      to market the Platform and the Service. The Parties will provide the
      personnel and services necessary as set forth in this Agreement to fulfill
      orders for the Services that are placed in compliance with a contract


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<PAGE>

      executed between either Intelsat or ANDRITA and a Customer (a "Customer
      Contract").

C.    Section 3.1.4 of the Channel Agreement is amended by deleting it in its
      entirety and replacing it with the following:

      Customer Contracts. The Party selling the Platform and the Service to a
      Customer (be it either ANDRITA or Intelsat, the "Selling Party") will
      enter into a Customer Contract directly with the Customer. Each of ANDRITA
      and Intelsat will provide the services set forth under this Agreement in
      connection with each Customer Contract.

D.    Section 3.1.5 of the Channel Agreement is amended by deleting it in its
      entirety and replacing it with the following:

      Customer Care and Technical Support. The Selling Party will establish and
      provide Customer Care and Technical Support functions for Customers, which
      will include ensuring that ANDRITA receives Customer conditional access
      activation/deactivation requirements for cable headends and direct-to-home
      service providers, as described more fully in the Operations Plan.

E.    Section 3.1.6 of the Channel Agreement is amended by deleting it in its
      entirety and replacing it with the following:

      No Additional Obligation. Except as expressly set forth herein, neither
      party is obligated nor is it authorized to perform any of the obligations
      or duties of the other party.

F.    Section 3.3.3 of the Channel Agreement is amended by deleting the first
      sentence of the paragraph following the chart ***** in its entirety and
      replacing the sentence with the following:

The Selling Party shall collect service charges from all of the Customers they
contracted with pursuant to the applicable Customer Contract. *****

G.    Section 9 of the Channel Agreement is amended to make all audit rights
      contained in the first paragraph of that section mutual between the
      Parties.

V.    ADDITIONAL TERMS

A.    Representations and Warranties. The Parties hereto each represent and
      warrant to the other that each has the requisite power and authority to
      enter into this Omnibus Amendment and to perform fully its respective
      obligations hereunder, and that this Omnibus Amendment has been duly
      executed by it and constitutes a valid obligation enforceable against it
      in accordance with the terms hereof.


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<PAGE>

B.    Controlling Terms. Except to the extent inconsistent with the terms of
      this Omnibus Amendment, the relationship between the Parties shall be
      governed by the terms and conditions set forth in the respective
      agreements amended by this Omnibus Amendment. To the extent that there is
      any inconsistency between the terms of this Omnibus Amendment and any
      other agreement, the terms of this Omnibus Amendment shall prevail.

                                          INTELSAT USA SALES CORP.

                                          BY: /s/ Paul F. Konors
                                          Name: Paul Konors
                                          Title: Director, USA Sales Management


                                          ANDRITA STUDIOS, INC.

                                          BY: /s/ Jonathan Blinderman
                                          Name: Jonathan Blinderman
                                          Title: Vice President, Business and
                                          Legal Affairs


                                          PLAYBOY ENTERTAINMENT
                                              GROUP, INC.

                                          BY: /s/ Jonathan Blinderman
                                          Name: Jonathan Blinderman
                                          Title: Vice President, Business and
                                          Legal Affairs


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