FOURTH AMENDMENT TO AFFILIATION AGREEMENT FOR DBS
            SATELLITE EXHIBITION OF CABLE PROGRAMMING BY AND BETWEEN
              PLAYBOY ENTERTAINMENT GROUP, INC. AND DIRECTV, INC.

      This Fourth Amendment (the "Fourth Amendment") to that certain AFFILIATION
AGREEMENT FOR DBS SATELLITE EXHIBITION OF CABLE PROGRAMMING dated as of November
15, 1993 by and between Playboy Entertainment Group, Inc. ("Programmer") and
DirecTV, Inc. ("Affiliate"), as amended and supplemented, including by that
certain First Amendment dated as of April 19, 1994, that certain Second
Amendment dated July 26, 1995, and that certain Third Amendment dated August 26,
1997 (such Affiliation Agreement, as amended and supplemented, is referred to as
the "Agreement"), is made and entered into as of March 15, 1999, with reference
to the following facts (all defined terms used in this Fourth Amendment but not
defined in this Fourth Amendment are defined in the Agreement):

      A.    Affiliate currently exercises reasonable commercial efforts to
            maximize the number of Service Subscribers and Gross Receipts. Such
            efforts currently include exhibiting in excess of four hundred (400)
            thirty (30)-second cross-channel promotional advertising spots (the
            "Cross-Channel Spots") for each month of the Term, and in excess of
            Two Thousand Four Hundred (2,400) thirty (30) and/or sixty (60)
            second promotional advertising spots for each month of the Term on
            Affiliate's pay-per-view preview channel (the "Preview Channel
            Spots"), all at no charge to Programmer. Affiliate and Programmer
            mutually determine in their reasonable business judgment the other
            Affiliate channels over which to exhibit the Cross-Channel Spots,
            based on whether such other channels have a likely target audience
            for the Service and are not channels where the Cross-Channel Spots
            might be objectionable to the DirecTV viewing audience. Such channel
            selection for the Cross-Channel Spots also is subject to third party
            programmers' limitations on adult-oriented promotional spots.

      B.    Affiliate currently participates in and promotes at least one (1) of
            Programmer's national free or discounted preview promotions each
            calendar year of the Term.

      C.    Affiliate currently promotes Programmer and the Service in each of
            Affiliate's monthly printed pay-per-view bill inserts at no cost to
            Programmer.


                                                                               1
<PAGE>

      D.    Affiliate currently lists the program titles and program
            descriptions of the Service in printed and electronic program
            guides.

      E.    Pursuant to a Merger Agreement dated as of May 29, 1998, Playboy
            Enterprises, Inc. has agreed to merge (the "Merger") with Spice
            Entertainment Companies, Inc.

      Accordingly, for good and valuable consideration, the receipt and adequacy
of which hereby is acknowledged, Affiliate and Programmer hereby amend,
supplement and ratify the Agreement as follows:

      1. Continuation of Efforts. Affiliate shall continue to exercise
      reasonably similar levels of commercial efforts to maximize the number of
      Service Subscribers and Gross Receipts as Affiliate currently exercises,
      and Affiliate agrees to perform the same type of promotional activities
      referred to in Paragraphs A through D above throughout the remainder of
      the Term; provided, however, that Affiliate shall not be obligated to
      exhibit in any particular month of the Term any minimum number of
      Cross-Channel Spots or Preview Channel Spots.

      2. Term Extension. The current Term of the Agreement hereby is extended to
      March 31, 2002.

      3. Revised Exhibit A. Conditioned on the consummation of the Merger on or
      before March 31, 1999, and further conditioned on the satisfaction of the
      following conditions (the "Discount Conditions") at all times during the
      applicable calendar month, the Exhibit A of the Agreement, "Programmer's
      Rate Card for Non-Hotel/Motel Distribution," hereby is amended and revised
      for all PPV Offerings and all Subscription Offerings transacted in a
      particular calendar month on or after April 1, 1999, to read as set forth
      in the attached Revised Exhibit A, in replacement of any other Exhibit A
      to the Agreement for such calendar month:

      (a) ***

      (b) Affiliate offers the Service for reception on a digital basis to a
      minimum of four million (4,000,000) DirecTV Subscribers who are capable of
      ordering the Service on both a PPV Offerings and a Subscription

----------
*** Confidential information omitted pursuant to a request for confidential
treatment filed separately with the Securities and Exchange Commission.


                                                                               2
<PAGE>

      Offerings basis (such a DirecTV Subscriber is referred to as an "Eligible
      Service Customer").

      (c) Affiliate uses commercially reasonable efforts to offer the Service
      for reception to one hundred percent (100%) of all DirecTV Subscribers in
      residential households via the DBS Distribution System (subject only to,
      in the case of PPV Offerings, such households maintaining a land-based
      phone line necessary to purchase impulse pay-per-view programming),
      twenty-four (24) hours per day, seven (7) days per week, on both a PPV
      Offerings and a Subscription Offerings basis, except where not offered
      solely on account of obscenity concerns, or where Affiliate's distribution
      may be limited (in geographical scope or hours per day) in Affiliate's
      reasonable business judgment, based on applicable and binding state or
      federal law restricting distribution of "indecent" material, or otherwise
      pursuant to Section 17 of the Agreement.

      (d) Affiliate establishes and maintains the "Co-Op Marketing Funds"
      defined in Paragraph 4 below.

      4. Co-Op Marketing Funds. Commencing with Affiliate's monthly reporting
      period under the Agreement for the month of April 1999, Affiliate shall
      set aside in a separate accounting entry, a sum equal to one percent (1%)
      of all Gross Receipts for such monthly reporting period and all subsequent
      monthly reporting periods during the Term (the "Co-Op Marketing Funds").
      Affiliate and Programmer agree with respect to the Co-Op Marketing Funds
      as follows:

      (a) The Co-Op Marketing Funds for a particular monthly reporting period
      shall not be included in the Gross Receipts used for calculating the
      applicable percentage of Gross Receipts retained by Affiliate and payable
      to Programmer for such monthly reporting period under the Agreement, and
      instead shall be treated as an "off-the-top" deduction for purposes of
      such calculations.

      (b) The Co-Op Marketing Funds shall be used to pay for certain marketing
      activities and expenditures undertaken by Affiliate and Programmer to
      promote the sale of the Service, such as print advertisements in program
      guides, customized on-air promotional advertisements, customer service
      representative incentive contests, sales incentive premiums, retention or
      promotional direct mail efforts and specific retail subscription efforts
      including such support for the


                                                                               3
<PAGE>

      promotions in preamble A, all as mutually determined and agreed or later
      confirmed in writing by Affiliate and Programmer.

      (c) Affiliate shall administer and account for the Co-Op Marketing Funds
      in a manner mutually acceptable to Affiliate and Programmer, but whatever
      portion of the aggregate Co-Op Marketing Funds that has been accrued
      through the monthly reporting period for the month of December (or the
      last month of the Term in the event of early termination of the Agreement)
      of a particular calendar year of the Term but that has not actually been
      expended as of December 31 of such calendar year of the Term (or the last
      month of the Term in the event of early termination of the Agreement) on
      mutually agreed activities (including reserves for expenses accrued prior
      to December 31, as mutually agreed), based on a "first in, first out"
      accounting basis for the expenditures, shall be liquidated and paid to
      Affiliate and Programmer within thirty (30) days of such December 31 or
      earlier termination of the Agreement, in accordance with the applicable
      percentage split of Gross Receipts in effect for PPV Offerings and
      Subscription Offerings transacted in the calendar month corresponding to
      the monthly reporting period for which each particular portion of
      unexpended Co-Op Marketing Funds was first accrued.

      (d) Thus, commencing with the monthly reporting period for January of the
      calendar year 2000 and each calendar year or portion thereof thereafter
      during the Term, the Co-Op Marketing Funds shall start new yearly accruals
      from a zero balance, other than mutually agreed reserves from the prior
      year.

      (e) In addition to the Co-Op Marketing Funds, each of Affiliate and
      Programmer may elect in its discretion to fund other promotional efforts
      in connection with the Service, through Affiliate or otherwise, during the
      Term.

      5. No Other Amendment or Modification. Except as specifically provided in
      this Fourth Amendment, the Agreement is not otherwise modified in any
      respect, and as so modified by this Fourth Amendment, all terms and
      provisions of the Agreement are ratified and confirmed and shall remain in
      full force and effect.


                                                                               4
<PAGE>

      6. Counterparts. This Fourth Amendment may be executed in counterparts,
      each of which shall be deemed an original, and all of such counterparts
      taken together shall constitute one and the same instrument.

      IN WITNESS WHEREOF, Affiliate and Programmer have executed this Fourth
      Amendment through their respective duly authorized representatives as of
      March 15, 1999.


      ACCEPTED AND AGREED TO:


      PLAYBOY ENTERTAINMENT GROUP, INC.   DIRECTV, INC.


       By: /s/ Douglas H. Lindquist            By: /s/ Michael Thornton
           --------------------------------        -----------------------------
           Douglas H. Lindquist                    Michael Thornton
           Executive Vice President                Vice President
           Satellite Sales and                     Program Acquisition
           International Network Operations


                                                                               5
<PAGE>

                      FOURTH AMENDMENT - REVISED EXHIBIT A
             PROGRAMMER'S RATE CARD FOR NON-HOTEL/MOTEL DISTRIBUTION

      Gross Receipts Split, Subject to the Discount Conditions and Co-Op
      Marketing Funds Allotment, as Applicable:

      Calendar Month of          Affiliate's Share of     Programmer's Share
      PPV Offering or            Gross Receipts for       of Gross Receipts for
      Subscription Offering      PPV Offerings and        PPV Offerings and
                                 Subscription Offerings   Subscription Offerings

      April 1, 1999 through      ***                      ***
      December 31, 1999.

      January 1, 2000 through    ***                      ***
      the end of the Term,
      unless the 5.5MM Bonus
      Split (as defined below)
      is applicable.

      Beginning January 1,       ***                      ***
      2001, for all calendar
      months through the
      end of the Term in
      which the average
      number of Eligible
      Service Customers for
      such calendar month
      exceeds 5,500,000
      (the Gross Receipts
      split for each such
      calendar month is
      referred to as the
      "5.5MM Bonus Split").

----------
*** Confidential information omitted pursuant to a request for confidential
treatment filed separately with the Securities and Exchange Commission.


                                                                               6