Exhibit 10.2.2

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.

                                    AMENDMENT
                                       to
                          Affiliation Agreement between

                        PLAYBOY ENTERTAINMENT GROUP, INC.
                                       and
                            SATELLITE SERVICES, INC.

WHEREAS,  Playboy  Entertainment Group, Inc. ("Playboy") and Satellite Services,
Inc.  ("Affiliate")  entered into the  Affiliation  Agreement dated February 10,
1993, as amended (the "Agreement"),  under which Playboy licensed the use of its
Playboy programming service to SSI;

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,  Playboy  and  Affiliate  now  desire to amend the  Agreement  per this
amendment (the "Amendment").

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,  Playboy and Affiliate
hereby agree as follows:

      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.    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.

      4.    The parenthetical  phrase "(the "Service")" in Section 1(a) shall be
            deleted in its entirety and replaced with the  parenthetical  phrase
            "(the  "Service," which term "Service" also shall refer to Network's
            linear  programming  service and the SVOD Content,  the VOD Content,
            and/or the HVOD Content, as applicable)";

      5.    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

<PAGE>

            cellular  handheld  devices  will not include  Short-Range  Wireless
            Devices,  as defined  below).  *****. A "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"). *****.

      6.    Section 1(a)(iii) shall be deleted in its entirety and replaced with
            the following: ***** then *****.

      7.    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.

      8.    In the first  sentence of Section 3(a) of the  Agreement,  the words
            "ten (10)  hours  per day  (initially,  from 8:00 p.m.  to 6:00 a.m.
            prevailing  Eastern  Time)" shall be replaced with "twenty four (24)
            hours per day" and the words  "(including but not limited to R-rated
            (or R  equivalent  non-rated)  and NC-17 rated (or NC-17  equivalent
            non-rated) cable version motion pictures)" shall be deleted.

      9.    Section 4(c) of the  Agreement  shall be deleted in its entirety and
            replaced with the following:

            (c) The  Systems,  if any,  shall  carry  the  Service  no less than
            twenty-four (24) hours per day; provided,  however,  that any System
            that carries the Service on an analog level of service may carry the
            Service less than  twenty-four  (24) hours per day but not less than
            ten (10) hours per day. Other than as specifically permitted in this
            Agreement,  Affiliate will not insert or remove any material into or
            from the Service.  Network  agrees that Affiliate will have complete
            authority to control, to designate and to change the channel(s) over
            which the Service is to be carried on each System.

      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)(viii)
            below)  service;  and/or (ii) as a Pay-per-view  (defined in Section
            5(a)(vii)  below)  service  marketed  and  sold  in any of the  ways
            described  in  Section  5(a)(vii).   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)(viii),  must always also be
            available for sale through each


                                       2
<PAGE>

            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(h) of the Agreement:

            (h)  Affiliate  shall  have  the  right  to make  the  SVOD  Content
            available,  on an SVOD  basis,  to any  Subscription  (as defined in
            Section  5(a)(viii))  subscriber either by means of the Distribution
            Technology,  *****.  Network shall be  responsible  for supplying to
            Affiliate:  (1) a  minimum  of *****  of SVOD  Content  (defined  in
            Section  5(a)(xiii) below) at any given time to be made available by
            means of the Distribution Technology,  which shall be refreshed on a
            weekly basis such that at least ***** of the SVOD Content offered by
            means of the  Distribution  Technology  is  changed  each month (the
            "TV-SVOD  Content");  and (2) within *****.  The TV-SVOD Content and
            *****  Content  shall be selected by Network in its sole  discretion
            and may be  comprised  of different  titles,  provided  that Network
            shall  make   commercially   reasonable   efforts   to   accommodate
            Affiliate's  requests  concerning (i) the types of programming to be
            included in the SVOD  Content  (such as the  inclusion  of Network's
            signature  programming);  (ii) the total amount of SVOD Content that
            is made  available  by  Network;  and (iii) the amount and extent to
            which the Programs comprising the SVOD Content are refreshed. Unless
            otherwise notified in writing by Affiliate that Affiliate desires XX
            exclusively  (meaning  Affiliate no longer  wants X content),  XX.5,
            and/or  XXX as part of the  SVOD  content,  the  SVOD  Content  will
            include only X and 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
            (regardless  of  ratings)  made  available  by  Network to any other
            United States distributor for Service subscribers to view on an SVOD
            basis.  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 SVOD Content to any  individual  and/or
            System(s).  Affiliate,  at its own expense, shall obtain and install
            equipment   necessary  to  distribute   the  SVOD  Content  to  such
            subscribers from the server in each System's  headend.  Network,  at
            its own expense,  shall deliver the SVOD Content in compliance  with
            generally


                                       3
<PAGE>

            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 SVOD  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 SVOD
            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  SVOD
            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(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  Spice,  Inc.  (as
            predecessor  in interest to Spice) and Affiliate  dated  November 1,
            1992, as amended (the "Spice Agreement")  collectively for supplying
            to  Affiliate a minimum of ***** of VOD Content  (defined in Section
            5(a)(xiv)  below) and a minimum of ***** of HVOD Content (defined in
            Section 5(a)(xiv) below) at any given time, which shall be refreshed
            on a weekly  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 X and
            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


                                       4
<PAGE>

            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 the VOD  Content and HVOD  Content
            regardless  of the method of  delivery  (and to the  extent  Network
            elects to deliver unencoded VOD Content and HVOD Content to the CMC,
            Network shall enter into an agreement  with the CMC  concerning  the
            CMC's encoding of such VOD Content and HVOD Content).

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

            (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-related fees, payments,
            or obligations  arising out of the activities  contemplated  by this
            Agreement),  and Affiliate shall have no responsibility or liability
            for any  such  content-related  royalties  or  fees,  including  any
            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 the minimum number of hours of VOD
            Content and 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


                                       5
<PAGE>

            the Spice Agreement.

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

      The  Fees  defined  below  shall  be  calculated,   stated,  and  reported
      separately for each category of Subscriber.

16.   The second 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.

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

            (a)(vi)  "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.

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

            (a)(xiii) "SVOD" means the  authorization of a Subscriber to receive
            the SVOD Content,  as defined herein. For purposes hereof, the "SVOD
            Content"  shall mean all content  delivered  by Network to Affiliate
            for  delivery  to Service  Cable  Subscribers  or Service  Satellite
            Subscribers on a per-Program basis without charge in connection with
            a Subscription service purchased by such subscriber pursuant to this
            Agreement.  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- and 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.   The  following  language  is  hereby  added as  Section  5(a)(xiv)  of the
      Agreement:

            (a)(xiv)  "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
            high-definition  content  delivered  by  Network  to  Affiliate  for
            delivery to  subscribers  on a  per-Program  basis in exchange for a
            per-viewing fee.


                                       6
<PAGE>

20.   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)  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(f),  subject to a monthly minimum
            of  *****  per  Service  Cable   Subscriber  or  Service   Satellite
            Subscriber.  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.

21.   Section 5(c) 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 the Service,  including by means of VOD, Affiliate will
      pay  Network the Network  Share (as defined  below) 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(f) below.

22.   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
            *****.


                                       7
<PAGE>

            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  in  connection  with a
            subscription to the 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 (including such VOD Content delivered
            by Spice Entertainment,  Inc. ("Spice") to Affiliate pursuant to the
            Spice  Agreement)  offered,  at a minimum,  via a branded  interface
            (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  *****  offers  at least  ***** of the VOD
            Content before *****,  then the Revenue Share  Percentage shall mean
            ***** upon the first date that Affiliate  offers both at least *****
            of the TV-SVOD  Content and offers at least ***** of the VOD Content
            (whether this occurs in a single  System or as a combination  of two
            separate  Systems),  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 at least ***** of the  TV-SVOD  Content in  connection
            with a  subscription  to the  Service,  or at least ***** of the VOD
            Content (including such VOD Content delivered by Spice) as of *****.

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

            (e) 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


                                       8
<PAGE>

            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.

24.   The  following is added as a new  penultimate  sentence to Section 5(f) of
      the Agreement: "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."

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

26.   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, including but not
            limited to the following:

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

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

            iii.  to the  extent  necessary  to  determine  the Fees  payable by
                  Affiliate,  the number of basic cable  television  subscribers
                  served by Adult VOD-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 Service for
                  the applicable month;

            iv.   Service Satellite  Subscribers'  usage of individual  Programs
                  comprising  the SVOD  service  for the  applicable  month,  if
                  available; and


                                       9
<PAGE>

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

27.   Sections  7(a) and 7(b) are deleted in their  entirety and replaced by the
      following: "Deleted without implication."

28.   The contact information in Section 7(d) of the Agreement shall be replaced
      in its entirety and replaced with "President, Playboy Entertainment Group,
      Inc., 2706 Media Center Drive, Los Angeles, CA 90065."

29.   In Section 7(e) of the Agreement, in the second sentence, the last part of
      the sentence,  which begins  "Network shall pay to Affiliate  ***** of Net
      Sales  receipts..."  shall  be  deleted,  along  with the  balance  of the
      paragraph  and  replaced  with  "Network  shall  make  available  ***** of
      commercial time per hour to Affiliate for Affiliate's use."  Additionally,
      at the end of the  revised  paragraph,  the  following  language  shall be
      inserted:  "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."

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

31.   The following language is hereby added as Section 7(i) of the Agreement:

            (i)   Marketing. Upon the date, if ever, that Affiliate achieves the
                  Carriage Incentive Benchmarks:

                  A.    *****  Affiliate,   not  later  than  ninety  (90)  days
                        following   the  end  of  a   calendar   year,   written
                        certification  demonstrating  Network's  compliance with
                        this Section 7(i)(A) with respect to such calendar year.

                  B.    In addition,  Network will, *****. To the extent Playboy
                        desires to


                                       10
<PAGE>

                        identify  a  distributor   of  the  Service   (including
                        Affiliate or any Comcast entity) in any such *****.

                  C.    Network represents and warrants that any advertising and
                        promotional   materials   that   Network   provides  and
                        Network's    publication   of   such   advertising   and
                        promotional  materials will not (a) create liability for
                        Affiliate;  (b) infringe upon or violate a third party's
                        intellectual  property  rights or rights of publicity or
                        privacy;  (c) violate  any law,  statute,  ordinance  or
                        regulation;  (d)  be  defamatory,   libelous,  illegally
                        threatening   or  harassing;   (e)  contain   obscenity,
                        pornography or otherwise be inflammatory;  or (f) in any
                        way violate this Agreement. Affiliate reserves the right
                        to require  Network to remove or revise any  advertising
                        and promotional materials,  as Affiliate deems necessary
                        or appropriate if, in Affiliate's  absolute  discretion,
                        the materials or  publication of the materials is likely
                        to violate any of the  representations and warranties in
                        (a)  through  (f)  above.  In the event  that  Affiliate
                        exercises  the  foregoing  rights to require  Network to
                        remove any advertising or promotional materials, Network
                        will,  at  Affiliate's  option,   promptly  remove  such
                        materials  or promptly  remedy the defect that  prompted
                        the request for removal.

32.   The following language is hereby added as Section 7(j) of the Agreement:

            (j) In consideration for the provisions set forth in Section 5(d) of
            this  Agreement,  upon or after the date,  if ever,  that  Affiliate
            achieves the Carriage  Incentive  Benchmarks,  then, at  Affiliate's
            request,  Network will *****.  The date and time of the party are to
            be mutually agreed upon by the parties.

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

            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


                                       11
<PAGE>

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

34.   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
            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.

35.   The first  sentence of Section 13(c) of the Agreement  shall be deleted in
      its entirety and replaced with the following:

            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 Playboy  Entertainment  Group, Inc.
            made as of October 1, 1999, as amended,  which expired September 30,
            2004 (the "Prior Comcast Agreement").


                                       12
<PAGE>

36.   The following phrase in the first sentence of ***** shall be deleted:

            *****

Additionally,  the  following  sentences  are hereby added to the end of Section
13(f) of the Agreement:

      Affiliate  acknowledges that it is specifically  granted the terms of this
      Section 13(f) 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 *****.

37.   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.

38.   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 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


                                       13
<PAGE>

            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.

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

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

41.   The parties acknowledge that those systems distributing the Service, as of
      September  30,  2004,  pursuant to that the Prior  Comcast  Agreement,  as
      amended, were added to the Agreement as of October 1, 2004.

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

PLAYBOY ENTERTAINMENT                    SATELLITE SERVICES, INC.
GROUP, INC.

By:     /s/ James F. Griffiths           By:     /s/ 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


                                       14
<PAGE>

                                    EXHIBIT A

                                       to

                              Affiliation Agreement

                                 by and between

                        Playboy Entertainment Group, Inc.

                                       and

                            Satellite Services, Inc.

                    dated as of February 10, 1993, 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 ***** of such  System;  and (ii) with  respect to
Systems that are less than ***** 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.


                                       15