Exhibit 10.3.2

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 No 1 TO CONTRACT Number T70309257 (IA 7-C9)

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

      WHEREAS,  Andrita  Studios,  Inc., and Loral SpaceCom  Corporation,  d/b/a
Loral Skynet  ("Loral")  executed an agreement  for the  provision of service on
transponder  9 of the Telstar 7 satellite  effective as of 20 November 2003 (the
"Agreement");

      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 Playboy has validly  consented to
said assignment;

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

      WHEREAS Intelsat and CUSTOMER and now desire to amend certain terms of the
Agreement;

      NOW THEREFORE,  in  consideration of the promises herein exchanged and for
other good and valuable  consideration  the receipt and sufficiency of which are
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.    Section 2 of the  Agreement  (Rates  and Term of  Service)  is  amended by
      adding:

<TABLE>
<CAPTION>
  Quantity    Service              Satellite  Transponder       Term                        Monthly Rate
---------------------------------------------------------------------------------------------------------
<C>           <C>                  <C>        <C>               <C>                         <C>
1(one)        18.0 MHz             IA-7       C - 9             start:                      *****
              Non-preemptible                                   on or before 5/1/05*
                                                                End:
                                                                3 years from start date
                                                                with option to extend
                                                                Service for 2 additional
                                                                years with written notice
                                                                to Intelsat no later than
                                                                60 days prior to end of
                                                                current term
</TABLE>


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<PAGE>

* CUSTOMER may activate this Service ("Additional Service") before 1 May 2005 by
giving 45 days'  written  notice to Intelsat in  advance.  If Intelsat  does not
receive an activation  notice  relating to the capacity  indicated  above,  such
capacity shall be activated on 1 May 2005, and billed accordingly.

            Once the  Additional  Service  has been  activated,  but in no event
prior to January 5, 2005, Intelsat may migrate the entire Service provided under
the Agreement to the Intelsat 13 satellite  (IA-13) by giving CUSTOMER 100 days'
written notice in advance.  Intelsat agrees that the polarity of the transponder
service on IA-13 shall be the same as was  provided on IA-7.  In order to ensure
continuity of service,  Intelsat shall provide  satellite  capacity on IA-13 and
Intelsat shall downlink CUSTOMER's entire 36 MHz Service from IA-7 and re-uplink
the  Service  to  IA-13  for a period  of 30 days  prior  to  CUSTOMER's  end of
operation on IA-7 at no additional cost to CUSTOMER to support dual illumination
on IA-7 and IA-13 (the "Dual Illumination Period.") In the event Intelsat elects
to  commence  a dual  illumination  as  provided  for  above  prior  to the Dual
Illumination  Period,  then  Intelsat may do so at any time at its sole expense.
Intelsat may elect to migrate the entire 36 MHz Service only if the parties have
agreed to a mutually  acceptable  antenna and/or hardware program to provide for
cable system access to services on IA-13.

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

      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 Spengler
    ----------------------------
        Stephen Spengler
        Director and President


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<PAGE>

ANDRITA STUDIOS, INC.


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


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