Exhibit 10.2.2

              AMENDMENT No 1 TO CONTRACT Number T70102100 (IA7-C15)

            This  Amendment (the  "Amendment")  is made as of the 7th day of May
2004 ("Effective Date").

      WHEREAS, Playboy Entertainment Group, Inc. and Loral SpaceCom Corporation,
d/b/a Loral Skynet ("Loral")  executed an agreement for the provision of service
on transponder  15 of the Telstar 7 satellite  effective as of 1 March 2001 (the
"Agreement");

      WHEREAS,  Playboy Entertainment Group, Inc.  subsequently  transferred and
assigned the Agreement to Andrita Studios, Inc. effective as of 1 February 2004;

      WHEREAS,  Intelsat LLC, a company organized and existing under the laws of
Delaware,  acquired  the  assets  of Loral  effective  17 March  2004,  and,  in
connection  with that  acquisition,  the  Agreement was assigned to Intelsat USA
Sales Corp.  ("Intelsat"),  a company also organized and existing under the laws
of Delaware  effective on the same date,  and CUSTOMER has validly  consented to
said assignment;

      WHEREAS Telstar 7 has been renamed Intelsat Americas 7 (IA-7);

      WHEREAS  Section 4 of the Agreement  provides  CUSTOMER with the option to
extend the term of service,  and CUSTOMER and Intelsat now desire to extend such
term;

      NOW THEREFORE,  in  consideration of the promises herein exchanged and for
other good and valuable  consideration  the receipt and  sufficiency of which is
hereby acknowledged,  the Parties agree to amend the Terms and Conditions to the
Agreement as described below:

A.    All terms not otherwise  defined herein shall have the meaning ascribed to
      them in the Agreement.

B.    All references to Skynet are replaced with  "Intelsat," and all references
      to Telstar 7 are replaced with IA-7.

C.    The term of service under Section 4 of the Agreement is extended  until 31
      January 2013. CUSTOMER shall have the option to extend the term of service
      under the Agreement to the end-of-life (EOL) of IA-7 by providing Intelsat
      with  notice no less than six (6) months  prior to the  expiration  of the
      current  term  (notice  prior to July 31,  2013)  at the  monthly  rate of
      $145,000.00.

D.    Section 7(ii) of the Agreement is deleted and replaced with:


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<PAGE>

         If to Intelsat:  Director, Contracts
                          Intelsat
                          3400 International Drive NW
                          Washington, D.C. 20008
                          Tel: 202 944 7200

         With a copy to:  General Counsel

            Except as herein  amended,  all other  provisions  of the  Agreement
shall remain in full force and effect.  In the event of any conflict between the
terms of this Amendment and those of the Agreement,  the terms of this Amendment
shall  supersede  those of the  Agreement and  exclusively  govern the matter in
question.

            IN WITNESS WHEREOF, the Parties hereto have executed or caused to be
executed this Amendment as of the Effective Date first written above.

INTELSAT USA SALES CORP.


BY: /s/ Stephen R. Spengler
    ----------------------------------
Stephen R. Spengler
Director and President

ANDRITA STUDIOS, INC.


BY: /s/ Alexandra Atkins Shepard
    ----------------------------------
Alexandra Atkins Shepard
Vice President


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