Exhibit 10.20

                                                                       Exhibit A
                                                          Confidential Treatment

                              AMENDED AND RESTATED
                        AFFILIATION AND LICENSE AGREEMENT
                          FOR DTH SATELLITE EXHIBITION
                                 OF PROGRAMMING




         PLAYBOY TV, TWO ADULT MOVIE CHANNELS AND PLAYBOY TV EN ESPANOL




                                  DIRECTV, INC.

                                       and

                      PLAYBOY ENTERTAINMENT GROUP, INC. and
                          SPICE HOT ENTERTAINMENT, INC.

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                                                          Confidential Treatment

                              AMENDED AND RESTATED
                        AFFILIATION AND LICENSE AGREEMENT
                          FOR DTH SATELLITE EXHIBITION
                                 OF PROGRAMMING

      AMENDED  AND  RESTATED  AGREEMENT  made  as of  September  16,  2006  (the
"Effective Date"), by and between PLAYBOY  ENTERTAINMENT  GROUP, INC., and SPICE
HOT  ENTERTAINMENT,  INC.,  each of which is a  Delaware  corporation  having an
office  located  at  Media  Center  Drive.,   Los  Angeles,   California   90065
(collectively  referred  to  herein  as  "Programmer"),  and  DIRECTV,  INC.,  a
California corporation,  having an office located at 2230 East Imperial Hwy., El
Segundo, California 90245 ("Affiliate").

WITNESSETH:

      WHEREAS,    Affiliate   has   established   a    direct-to-home    ("DTH")
satellite-based television system in North America;

      WHEREAS,  Affiliate desires to continue to distribute  various  television
networks  owned and operated by  Programmer  that feature  adult films,  related
programming and interstitial material (the "Service," as defined in Section 1(b)
below)  in  the  United   States  as   restricted  by  Section  17  herein  (the
"Territory");

      WHEREAS, Affiliate and Programmer are parties to the Affiliation Agreement
for DBS Satellite Exhibition of Cable Programming,  dated as of May 17, 2002, as
amended, (the "Current Playboy Agreement"); and

      WHEREAS, this Agreement supersedes all prior understandings and agreements
relating to the subject matter herein, including without limitation, the Current
Playboy Agreement and any amendments or extensions thereto;

      NOW,  THEREFORE,  FOR GOOD AND  VALUABLE  CONSIDERATION,  THE  RECEIPT AND
ADEQUACY OF WHICH ARE HEREBY ACKNOWLEDGED, IT IS MUTUALLY AGREED AS FOLLOWS:

      1. Grant of Rights.

            (a) Distribution; Certain Definitions.

                  (i)  Programmer  hereby  grants to  Affiliate,  and  Affiliate
hereby  accepts,  the  non-exclusive  right to  distribute  the  Service  in the
Territory  via the  DTH  Distribution  System  (as  defined  below)  to  DIRECTV
Subscribers during the Term (as defined in Section 6(a) below), as follows:  (i)
with  respect to the  Playboy TV Service  (as  defined in Section  1(b)  below),
distribution shall include  residential  subscribers,  hotels,

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motels,  private offices,  multiple dwelling  facilities and oil rigs (provided,
however,  that  Affiliate  shall not have the right to distribute the Service in
any common  areas to which the public has free access) on a  subscription  (a la
carte or package) basis (the  "Subscription  Offerings")  and on a pay-per-view,
pay-per-block and pay-per-night basis  (collectively,  the "PPV Offerings"),  in
blocks of at least sixty (60) minutes each (or such period as the parties  shall
agree) for up to twenty four (24)  hours;  provided,  however,  that any partial
exhibition  of the Service  which  consists  only of motion  pictures must be no
shorter than sixty (60) minutes (any block of time, a "PPV  Program");  and (ii)
with  respect  to each of Movie  Channel 1,  Movie  Channel 2 and  Playboy TV en
Espanol  Services (as each is defined in Section 1(b) below),  distribution  may
include  Subscription  Offerings and PPV Offerings to  residential  subscribers,
hotels,  motels,  private  offices,  multiple  dwelling  facilities and oil rigs
(provided,  however,  that Affiliate  shall not have the right to distribute the
Service in any common  areas to which the  public  has free  access).  Affiliate
shall determine in its sole discretion whether to sell Subscription Offerings on
an a la carte or package basis.  Affiliate shall have the non-exclusive right to
use the name of or logo for "Playboy  TV," "Spice Wild" "The Hot  Network,"  and
"Playboy  TV en  Espanol"  as such names or logos may be  changed,  altered  and
amended by  Programmer,  or the names,  titles or logos of the Service or any of
its  programs,  or  the  names,  voices,   photographs,   music,  likenesses  or
biographies  of any individual  participant or performer in, or contributor  to,
any  program  or  any  variations  thereof,  all of  which  are  being  licensed
exclusively for use in connection with the  distribution,  promotion,  marketing
and sale of the  Service as  provided  herein.  Any  further  use shall  require
Affiliate's notification to Programmer and Programmer's written approval, not to
be unreasonably withheld.

                  (ii)  The  term  "DTH  Distribution  System"  shall  mean  the
distribution  system  for video  and  other  programming  services  whereby  the
programming  satellite  signal or feed is received  from  Programmer's  delivery
source by a DIRECTV  turnaround  earth-station  facility  which  compresses  and
processes  the  signal  or feed  and  then  uplinks  it to a DTH  communications
satellite (a "DTH  Satellite")  for  transmission  to DIRECTV  Subscribers.  DTH
Distribution  System shall also include any other  method of  distribution  that
Affiliate  currently and/or  subsequently uses to deliver the Service feed(s) to
DIRECTV  Subscribers  as part of  Affiliate's  provision of television  services
consisting of multi-channel linear programming (which may be combined with other
services),   including,   without   limitation,   MMDS   and   territorial-based
transmission  infrastructures such as Internet protocol (excluding  distribution
via the Internet or the World Wide Web;  provided that if at any time Programmer
offers the right to distribute the Service via the Internet or World Wide Web to
any other  distributor of the Service,  Programmer will offer the same rights on
the same terms and  conditions to distribute  the Service on the Internet or the
World Wide Web to  Affiliate)),  fiber optic,  twisted pairs and coaxial  cable,
provided that in connection with such delivery methods,  Affiliate complies with
the following:  (i) the end users to whom Affiliate  distributes the Service are
DIRECTV  Subscribers;  (ii) the branding and packaging  that is received by such
DIRECTV  Subscribers  is  substantially  the same as the branding and  packaging
received by DIRECTV  Subscribers that receive the Service via Affiliate's direct
to home  satellites.  During the Term (as defined in Section 6(a)),  the Service
(as defined  below)  shall be  distributed  via a DTH  Satellite  at the orbital
location which transmits to the greatest

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number of DIRECTV Subscribers.  "DIRECTV Subscribers" shall mean those customers
(both  residential  and  non-residential)  authorized  by Affiliate to receive a
DIRECTV  branded  DTH service via the DTH  Distribution  System to a  customer's
Set-Top Box (as defined below),  provided that nothing herein shall prohibit the
transfer of Service  programming by a DIRECTV  Subscriber from such Subscriber's
Set-Top  Box to a portable  viewing  device.  "Service  Subscribers"  shall mean
DIRECTV  Subscribers   authorized  by  Affiliate  to  receive  the  Subscription
Offerings   and/or  PPV   Offerings.   "Internet"   shall  mean  the  electronic
communications  network  that  connects  computer  networks  and  organizational
computer  facilities  around the  world.  "World  Wide Web" means the  hypertext
transfer protocol-based, distributed information system that facilitates sharing
information  and content via the  Internet.  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.

                  (iii)  If  Programmer  grants  or has  granted  to  any  other
distributor of  multi-channel  (i.e.,  broadcast or cable  television  networks)
video  programming  that  distributes  the Service in the Territory the right to
receive and distribute any Service via a "New  Distribution  Method" (as defined
below),  then  Programmer  will  promptly  notify  Affiliate  thereof  and  make
available to Affiliate the right to receive and distribute  such  Service(s) via
such New  Distribution  Method to the extent that,  and under the same terms and
conditions such rights were made available to such other distributor directly in
exchange for such rights;  provided that if Affiliate cannot reasonably  satisfy
such terms and conditions, Programmer shall offer Affiliate comparable terms and
conditions.  The phrase "same terms and conditions" shall include the allocation
of costs of  distribution of the applicable  Service(s) on the New  Distribution
Method  between  Programmer,  the other  distributor  of the  Service(s) and any
required third party facilitator  needed for the distribution of the Service(s).
"New  Distribution  Method" shall mean, with respect to any other distributor of
the Service in the Territory,  any  distribution  method,  device,  distribution
technology  or  format  (for  example,   distribution   to  hand-held   devices,
distribution  via the  Internet,  or  distribution  to computers in college dorm
rooms) other than has been granted under this  Agreement;  provided that, in all
events, the current distribution  methods of cable television,  telco (i.e., via
traditional  fiber  lines),  direct  to home  satellite,  SMATV  and  multipoint
distribution service shall not be considered a New Distribution Method.

                  (iv) Affiliate  shall have the right,  but not the obligation,
exercisable  in its absolute  sole  discretion,  to distribute  the  programming
service  commonly  known as "Playboy en Espanol"  upon delivery to Programmer of
not less  than  thirty  (30)  days  prior  written  notice  thereof.  References
throughout  this  Agreement to Playboy en Espanol shall be applicable  only upon
Affiliate's  launch,  if any,  of Playboy en  Espanol  via the DTH  Distribution
System.

                  (v) Affiliate shall be permitted to authorize satellite master
antenna television system ("SMATV") operators (including telephone companies and
similar  service  providers)  that serve  multiple  dwelling  unit  buildings or
complexes,  commercial  or  business

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establishments   with  multiple  television  viewing  sites  or  master  planned
communities  and the like to  distribute  the Service in the  Territory via such
SMATV systems directly to end users within such buildings or establishments  for
DTH reception only, provided,  however,  that: (i) such SMATV operator shall not
have the right to distribute the Service in any common areas to which the public
has free  access and (ii)  Affiliate  shall be  responsible  for each such SMATV
operator's  compliance  with all the  terms  and  conditions  of this  Agreement
including  but not  limited  to,  the  service  charge  due for each  individual
purchase of the  Service,  whether on a PPV  Offering or  Subscription  Offering
basis.

            (b) The Service. The "Service" shall, individually and collectively,
mean and consist of the national feed (or, if Programmer uses multiple feeds for
the Service for the purpose of serving  multiple time zones,  such other of such
multiple  feeds  designated  by  Affiliate)  of the three  programming  services
described in clauses (i) through (iii) below,  and Playboy TV en Espanol and the
VOD Service at such time, if any, that Affiliate  elects to launch Playboy TV en
Espanol and/or the VOD Service. Each Service,  except the VOD Service,  shall be
presented on a 24-hour per day, 7 days a week schedule,  as described  below and
in the "Descriptions and Limitations of the Service," attached hereto as Exhibit
A. The Service shall be delivered to Affiliate in its entirety, meaning that the
programming  (including,  without  limitation,  all  other  information  related
thereto (e.g.,  data)) on the Service as received by any Service Subscriber at a
given point in time shall be the same as the  programming  received by all other
subscribers  to the  Service  at such  point in time  (excluding  insertions  by
individual  video service  providers to permit the  customization of a feed with
respect to promoting such video service  provider not to exceed four minutes per
hour;  provided that the insertions do not change the content of a Program,  and
only preempt  interstitial  programming).  In the event that  Programmer  grants
individual  service  providers  the right to  insert  customized  insertions  as
provided  hereinabove,  Programmer shall notify Affiliate and Affiliate shall be
granted the same such rights.

                  (i)  Playboy TV. The  programming  service  commonly  known as
"Playboy TV" is currently  exhibited on channel 595 ( "Playboy TV").  Playboy TV
shall consist of  entertainment  programming  for adult  audiences as more fully
described in the "Description  and Limitation of the Services"  Section attached
hereto as Exhibit A.  Affiliate  shall refer to Playboy TV as  "Playboy  TV," or
other name  mutually  agreed to by the  parties,  and may list Playboy TV on the
program  guide as "PBTV."  Affiliate  shall include a marketing  description  of
Playboy TV in Affiliate's  programming  guide that is viewed by Subscribers that
is mutually agreed upon by the parties.

                  (ii) Movie Channel 1. The service  known as "Movie  Channel 1"
is currently  exhibited on channel 597 ( "Movie  Channel  1").  Movie  Channel 1
shall consist of  entertainment  programming  for adult  audiences as more fully
described in the "Description  and Limitation of the Services"  Section attached
hereto  as  Exhibit  A.  Affiliate  shall  refer to Movie  Channel 1 as "The Hot
Network,"  or  other  name  approved  by  Affiliate  (such  approval  not  to be
unreasonably  withheld  or  delayed,  it being  agreed  that "Club  Jenna" is an
approved name), and may list Movie Channel 1 on the program guide as "HOT" or as
otherwise  agreed

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to by the Parties.  Affiliate  shall  include a marketing  description  of Movie
Channel  1 in the  programming  guide  that is  viewed  by  Subscribers  that is
mutually agreed upon by the parties.

                  (iii) Movie Channel 2. The service known as "Movie  Channel 2"
is currently  exhibited on channel 598 ( "Movie  Channel  2").  Movie  Channel 2
shall consist of  entertainment  programming  for adult  audiences as more fully
described in the "Description  and Limitation of the Services"  Section attached
hereto as Exhibit A. Affiliate shall refer to Movie Channel 2 as "Spice Wild" or
other name approved by Affiliate (such approval not to be unreasonably  withheld
or delayed,  it being agreed that  "Spice:Xcess"  is an approved name),  and may
list Movie Channel 2 on the program guide as "WILD" or as otherwise agreed to by
the Parties.  Affiliate shall include a marketing description of Movie Channel 2
in the programming  guide that is viewed by Subscribers  that is mutually agreed
upon by the parties.

                  (iv) [This section intentionally left blank.]

                  (vi)  Playboy  TV en  Espanol.  Playboy  TV en  Espanol  shall
consist of native  and dubbed  Spanish-language  entertainment  programming  for
adult  audiences as more fully described in the  "Description  and Limitation of
the Services" Section attached hereto as Exhibit A. Affiliate shall refer to the
Service  as  "Playboy  en  Espanol,"  or other  name  mutually  agreed to by the
parties,  and may list the channel on the program guide as "PBE" Affiliate shall
include a  marketing  description  of Playboy  TV en Espanol in the  programming
guide that is mutually agreed upon by the parties

                  (vii) VOD Service.  The collection of VOD Packages (as defined
herein)  offered to  distributors  of the Service  for use in the  distributors'
Video-On-Demand  service,  wherein  each Package is offered in its entirety to a
subscriber's  premises  by means of the DTH  Distribution  System  for use in an
"On-Demand"   environment   where  the  subscriber  can  start  and  stop  video
programming  at any time and the content is delivered to  subscribers as part of
the same  service  that the  subscriber  receives  his or her linear  television
service (specifically excluding delivery via the Internet/World Wide Web.) A VOD
Package is  defined  as those  bundles  of adult  programs  consisting  of adult
content  offered  to  multi-channel  video  distributors  of  television  in the
Territory (for example any cable operator,  satellite  television  provider,  or
other  facilities-based  provider  such as  Verizon,  Bell  South  or  AT&T,  in
connection with such other provider's multi-channel video distribution business,
but not such  other  provider's  cellular  phone,  World Wide Web,  Internet  or
wireless  businesses (an "MCVP")) for distribution on a VOD basis to subscribers
with specific distribution  requirements  including requirements with respect to
the  user  interface.   Notwithstanding  the  terms  of  this  paragraph,   upon
Affiliate's   election  and  written  request,   Programmer  agrees  to  provide
customized  VOD  Packages  for use by  Affiliate  in its VOD service  offered to
Subscribers  to the extent that use of  Programmer's  VOD  Packages as set forth
above is commercially  unreasonable  given the technology  deployed by Affiliate
for so long as Affiliate's use of Programmer's VOD Packages remains commercially
unreasonable.

                  (viii) [This section intentionally left blank.]

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                  (ix)  Programmer  represents  and warrants that (A) it reviews
all programming  contained in the Service for compliance  with the  restrictions
and  limitations set forth in Exhibit A, and (B) the Service shall reflect adult
content subject to the  restrictions and limitations set forth in Exhibit A, and
shall not contain or depict any acts otherwise prohibited by Exhibit A.

                  (x)  All  right,  title  and  interest  in and  to the  entire
contents of the Service,  including,  but not limited to,  films and  recordings
thereof,  title  or  titles,  names,  trademarks,   concepts,   stories,  plots,
incidents,  ideas,  formulas,  formats,  general content and any other literary,
musical, artistic, or other creative material included therein shall, as between
Programmer and Affiliate, remain vested in Programmer.

                  (xi) Each of the Playboy TV, Movie  Channel 1, Movie Channel 2
and Playboy TV en Espanol  (if  applicable)  shall be offered on a  simultaneous
basis and  distributed by Affiliate to its Subscribers a minimum of 24 hours per
day, seven days per week, on a separate and distinct channel.

                  (xii) At any time  during  the Term and in any  portion of the
Territory,  Affiliate shall be permitted to offer other "branded" or "unbranded"
adult programming  competitive to the Service,  it being acknowledged and agreed
by the parties that Affiliate's  offering of such other adult  programming shall
not constitute a breach of this Agreement.

                  (xiii)  Programmer shall not propose or impose upon Affiliate,
nor shall Affiliate be obligated to pay, any surcharge or other cost (other than
the License Fees provided for in Section 2 hereof) for receipt and  distribution
of the Service.

            (c) Other  Distribution  Rights and  Obligations.  In addition,  the
parties agree as follows:

                  (i)  Subject  to   Programmer's   obligations   hereunder  and
Affiliate's  rights under Section 17,  Affiliate shall distribute the Service as
transmitted  by  Programmer,  in its  entirety,  in the  order  and at the  time
transmitted by Programmer  without any intentional and willful editing,  delays,
alterations,  interruptions, deletions or additions ("Alterations"),  excepting:
(A)  Affiliate's  commercial  or other  announcements,  only if permitted  under
Section  3  hereof,   (B)  Affiliate's   electronic  guides  (including  without
limitation,  any mosaic or similar guides),  (C) news bulletins and other public
announcements  as may be required by emergencies or applicable  law; and (D) the
use of digital video recorders at the DIRECTV Subscriber's premises for playback
either  on a  television  display  or a mobile  device  ("DVRs"),  videocassette
recorders ("VCRs"), or other similar devices by DIRECTV Subscribers.  Programmer
acknowledges  that the DTH System requires and applies  digital  compression and
encryption  processes  prior to  transmission  and decryption and  decompression
processes upon reception and agrees that such  processing does not constitute

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an  Alteration  of the Service.  Programmer  shall fully  encrypt the  satellite
signal of the  Service  utilizing  encryption  technology  commonly  used in the
satellite distribution industry.  Affiliate shall at all times provide Affiliate
with two operational  receivers and decoders per Service as necessary to receive
and decode the Service.

                  (ii) Subject to the terms and  conditions  of this  Agreement,
the terms and conditions upon which Affiliate distributes the Service to Service
Subscribers,  including,  without  limitation,  the packaging of the Service and
retail price charged,  shall be determined by Affiliate in its sole  discretion.
Affiliate  shall use reasonable  efforts to provide  Programmer  with sixty (60)
days' prior written notice of any retail price change.

                        (iii) Subject to the limitations contained in Section 17
below,  and  Exhibit  B, as  applicable,  with  respect  to the  PPV  Offerings,
Affiliate may offer a multiple channel offering,  such that for a single payment
a purchasing Subscriber is permitted to view Movie Channel 1 and Movie Channel 2
and/or  Playboy TV together with other adult channels as determined by Affiliate
(as  restricted  by  Section 17 herein)  (the  "Cascade"),  all for one fee (the
"Cascade Fee").

                        Notwithstanding Affiliate's current intention, Affiliate
shall not be obligated to offer the Service using the  purchasing  mechanism set
forth in this Section 1(c)(iii).

                  (iv) Programmer shall make the Service available via satellite
signal from a domestic  communications  satellite commonly used for the delivery
of television  programming  which must be viewable with existing  equipment from
Affiliate's  broadcast  center  in  Los  Angeles,   California  (the  "Broadcast
Center").  As of the  Effective  Date,  the feeds of the  Service are or will be
available on Intelsat Americas 13 ("Programmer's  U.S.  Satellite").  Programmer
may, from time to time, in its sole discretion,  change the satellite being used
for delivery of the Service to Affiliate;  provided, however, that any satellite
used by Programmer  to transmit the Service  shall be a domestic  communications
satellite commonly used for the delivery of television programming which must be
viewable with existing  equipment from the Broadcast  Center  without  Affiliate
incurring  additional costs or requiring Affiliate to enter into any third-party
arrangements  (e.g.,  HITS) for receipt of the signals.  In the event Programmer
either  (i)  changes  Programmer's  U.S.  Satellite  to  a  satellite  or  other
transmission  medium not  susceptible  to viewing or  utilization by Affiliate's
then-existing  earth  station  equipment  without  affecting  the receipt of the
signals of any other  programming  or other services then received (or committed
to be  received)  by  such  Affiliate,  (ii)  changes  the  technology  used  by
Programmer  to  encrypt  the  Service  to  a  technology  not  compatible   with
Affiliate's then-existing descrambling equipment, or (iii) compresses, digitizes
or otherwise  modifies the signal of the Service in such a manner that it cannot
be received or utilized by  Affiliate,  then  Affiliate  shall have the right to
discontinue  carriage of the Service,  immediately;  provided that this right of
discontinuance  and deletion  shall not apply to Affiliate if Programmer  agrees
to: (I) provide Affiliate with the necessary  additional  equipment  required to
receive  the  Service  from  the new  satellite;  and  (II)  promptly  reimburse
Affiliate  for the actual out of pocket cost to acquire

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and install  equipment  necessary for Affiliate to  descramble,  receive  and/or
utilize the signal of the Service from such new satellite or other  transmission
medium,  and/or the actual out of pocket cost to acquire  and install  equipment
necessary for Affiliate to descramble,  receive and/or utilize the signal of the
Service.  Programmer  agrees to use commercially  reasonable  efforts to provide
Affiliate  with at least one hundred  twenty (120) days' prior written notice of
any satellite or technology change.  Programmer, or its designee, shall maintain
appropriate  back-up  satellite  protection   arrangements  in  accordance  with
customary  industry   standards.   Programmer  and  Affiliate  shall  use  their
respective  commercially  reasonable  efforts to maintain for the Service a high
quality of signal  transmission  in accordance with their  respective  technical
standards and procedures.

                        (v) The parties hereby  acknowledge  and understand that
the  overall  terms  and  conditions  of  this  Agreement,   including   without
limitation,  Sections 2(e),  2(f),  6(c)(v) and 11 and Exhibits "B," "D" and "E"
hereof, are expressly  conditioned upon Affiliate's  distribution of each of the
Playboy TV,  Movie  Channel 1 and Movie  Channel 2 Services  to all  residential
DIRECTV Subscribers, excluding DIRECTV Subscribers restricted from receiving the
applicable  Services as set forth in Section 17 and  sub-paragraph  B of Exhibit
"B"  and/or  those  Subscribers  who  have  elected  not to have the  option  of
purchasing  adult  programming  and/or have been  excluded  from the purchase of
transactional programming.

            (d) Rights with Respect to Channel  Capacity.  Affiliate  shall have
the right, in its sole  discretion and for  Affiliate's  sole benefit as between
Programmer and Affiliate,  to utilize the channel  capacity used to transmit the
Service  during any hours  which (i) the  Service,  or any  significant  portion
thereof,  is not being  transmitted  to  Affiliate  for any reason;  or (ii) the
transmission  of the  Service,  or any  significant  portion  thereof,  has been
suspended  or  terminated  by  Affiliate  pursuant  to  Section  17.  Programmer
acknowledges that it has no ownership rights in, or right to use, any channel or
any amount of capacity on any DTH Satellite.

      2. Compensation; Most Favored Nation; Programming Account.

            (a) Compensation.  As full and complete compensation for Affiliate's
right  to  distribute  the  Service,  Affiliate  shall  pay  to  Programmer  the
applicable  percentage of Gross Receipts (as defined  below) for each month,  as
such percentage is calculated as set forth on Exhibit B.

                  (i)  "Gross  Receipts"  are  defined  as the sum of all monies
billed to Subscribers by Affiliate during any month (not including  amounts owed
by Affiliate  due to taxes other than income or franchise  taxes) for  receiving
any part of the Service;  provided,  however,  that Gross  Receipts  shall in no
event include (i) any charge  specifically  made for access to programming other
than for the Service or any general access charge,  hardware licensing charge or
other  charge made on a "blanket"  basis (which shall mean that such charge will
relate to access to all program  services  available  from Affiliate by means of
the

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DTH Distribution  System); or (ii) any charges made for ordering the Service via
telephone as a PPV  Offering,  which  charges are  additional to the charges for
ordering the Service without using the telephone. Affiliate shall have the right
to offer  Movie  Channel  1,  Movie  Channel 2 and/or  Playboy TV as part of the
Cascade,  as set forth above,  in which case the  Service's  allocable  share of
revenues  from such  Cascade  shall  equal  Programmer's  pro rata  share of the
Cascade Fee based on the number of networks  in the  package.  Other than as set
forth  above,   Affiliate  shall  notify   Programmer  prior  to  packaging  the
Subscription  Offerings  with  any  other  programming  services.  If,  however,
Affiliate  packages the  Subscription  Offerings  with other  non-adult  premium
subscription  programming services, then Affiliate shall determine the Service's
allocable  share of revenues from such package by  application  of the following
formula:

                  S = (A/B) x P

                  where

                  S =   the Service's allocable share of revenues from such
                        package

                  A=    the DIRECTV a la carte  price then in effect for the
                        Subscription Offering

                  B     = the  sum of  the  DIRECTV  a la  carte  prices  of all
                        programming    services   included   in   such   package
                        (including,  without  limitation,  the Service)  then in
                        effect

                  P =   the price of such package

For the  avoidance  of doubt,  an example  of such  calculation  is as  follows:
Affiliate  packages the Subscription  Offerings with  programming  service X and
programming  service Y and each of the  foregoing has an a la carte retail price
of $15, $5 and $10,  respectively.  The retail  price for the entire  package is
$36. Programmer's allocable share of the revenues from such package would be $18
(15/30 x 36).

                  (ii) To the extent  that a  Subscriber  prepays any portion of
monies solely in connection with Affiliate's  distribution of the Service,  then
the amount  prepaid  shall be included in Gross  Receipts for the month in which
such payment was received;  provided  that,  Affiliate's  billing system has the
capability to account for such prepayments. Affiliate shall deduct the amount of
any Credit Transaction (as defined below in Section 2(a)(ii)), as such amount is
reasonably  determined  by  Affiliate,  from the Gross  Receipts of the month in
which such Credit Transaction occurs.

                  (iii)  "Credit  Transaction"  shall  mean any refund (or other
payment or credit) to a DIRECTV  Subscriber in connection  with (A)  prepayments
for the Service, (B) Programmer's inability to transmit the Service to Affiliate
for  distribution  via the DTH  Distribution  System for any  reason  other than
Affiliate's  non-performance  of an  obligation

                                       10
<PAGE>

                                                          Confidential Treatment

hereunder,  (C) a Force  Majeure  Event  or (D)  credits  (excluding  Discounted
Previews of the Service not  authorized by  Programmer)  allowed by Affiliate in
its commercially  reasonable judgment  consistent with Affiliate's  policies and
procedures  applied  consistently to Programmer and Affiliate's other sources of
programming services.

                  (iv) Affiliate shall be responsible for the accounting for all
Gross Receipts and shall account to Programmer with regard to the Gross Receipts
for the Service on a monthly basis, not later than 45 days after the last day of
the month in which the Gross Receipts are accrued by Affiliate.  Affiliate shall
provide a separate accounting for the Playboy TV, Movie Channel 1, Movie Channel
2 and Playboy TV en Espanol (if applicable) Services. Each such accounting shall
include:

                  (A)   the aggregate Gross Receipts for such month;

                  (B)   the  origin   (categorized   separately  by  residential
                        subscribers    (which   includes    multiple    dwelling
                        facilities,   private   offices   and  oil   rigs)   and
                        hotels/motels,   if  any)  of  all  Gross  Receipts  for
                        Subscription Offerings for such month;

                  (C)   the  number of  residential  DIRECTV  Subscribers  as of
                        approximately   the  fifteenth   calendar  day  of  such
                        calendar month;

                  (D)   the applicable Programmer Share from Exhibit B;

                  (E)   the  dollar  amount  of  Programmer's   share  of  Gross
                        Receipts for such month;

                  (F)   the number of Service  Subscribers  as of  approximately
                        the 15th day of such calendar month; and

                  (G)   for each PPV Offering, the number of Service Subscribers
                        purchasing  such PPV  Offering on each  calendar  day of
                        such month; and

                  (H)   Hotel/Motel  License  Fee (as  defined  below in Section
                        2(c)).

                  (v)  Programmer  and  Affiliate   shall  accord   confidential
treatment  to any  information  contained  in the  aforementioned  statement  in
accordance  with Section 15. At  Programmer's  request and at reasonable  times,
upon  reasonable  advance  written  notice and during normal  business  hours at
Affiliate's  offices,  Affiliate shall permit  Programmer's  representatives  to
review,  one  time  per each  year of the  Term  and one  time  during  the year
immediately  after the termination or expiration of this Agreement,  those books
and records maintained  according to Affiliate's  standard accounting  practices
which are generally in

                                       11
<PAGE>

                                                          Confidential Treatment

accordance with GAAP required to verify License Fees and reports made hereunder.
Programmer shall audit each calendar year of the Term, if at all, within one (1)
year following the end of such calendar year,  with such review limited to those
records  for  those  months  of the  prior  calendar  year  which  have not been
previously reviewed and those past months of the current calendar year for which
records are available.  Programmer  shall report  promptly (but no later than 30
days following completion) to Affiliate the results of such audit, including any
deficiency in payment of License Fees that Programmer  believes were revealed by
such  audit,  and shall make any claim  against  Affiliate  with  respect to the
results  of such  audit  within one (1) year  after  reporting  such  results to
Affiliate. From and after Programmer's audit of a particular period of the Term,
such  period  shall be  deemed  closed  by the  parties  and,  except  as may be
demonstrated by such audit, Affiliate shall have no further liability in respect
of License Fees for such period.  Programmer  may not commence a new audit until
all prior  audits  have been  closed  and the  results  have been  presented  to
Affiliate.  Any such  review  shall be at  Programmer's  sole cost and  expense;
provided,  however,  if such review  discloses an underpayment  greater than ten
percent  (10%) of the actual  amount due (which  amount is not subject to a bona
fide  dispute  by  Affiliate),  Affiliate  shall  reimburse  Programmer  for its
reasonable   out-of-pocket   costs  and  expenses   incurred  to  discover  such
underpayment.  The information derived from and the process of such review shall
be subject to the  confidentiality  provisions  of Section  15.  Notwithstanding
anything herein to the contrary,  any audit  conducted  pursuant to this Section
2(a)(v)  shall be  conducted  by a reputable,  industry  recognized  third party
auditor or another firm approved in advance by Affiliate, which shall have first
entered into a confidentiality agreement with Affiliate.

            (b) License  Fee. As full and complete  compensation  for the rights
granted  Affiliate  hereunder,  Affiliate shall pay to Programmer,  on a monthly
basis, the "License Fees," calculated  pursuant to Programmer's  Cable Rate Card
in Exhibit B, subject to reduction  and offset for any credits,  discounts,  and
reimbursements  set forth in Exhibit B, annexed hereto,  and a five percent (5%)
reduction in the amount to be paid to Programmer to take into  consideration the
approximated rate that DIRECTV  Subscribers  default on amounts owed for viewing
of the  Service.  As used in this  Section  2 and  elsewhere  in this  Agreement
(including  Exhibit  "B") when  referring  to the payment of License Fees or the
provision of subscriber  reports by Affiliate to  Programmer,  unless  expressly
modified by "calendar,"  the term "month" shall refer to Affiliate's  accounting
month,  which  is  the  approximately  thirty  (30)  day  period  commencing  on
approximately the middle of each month and ending on approximately the middle of
the next succeeding month.  Affiliate acknowledges that it is being extended the
License  Fees herein in exchange for  offering  Playboy TV, Movie  Channel 1 and
Movie  Channel  2 to all  residential  DIRECTV  Subscribers,  excluding  DIRECTV
Subscribers  restricted  from receiving the applicable  Services as set forth in
Section 17 and  sub-paragraph B of Exhibit "B" and/or those Subscribers who have
elected not to have the option of purchasing adult programming  and/or have been
excluded from the purchase of transactional programming.

            (c) Hotel/Motel  License Fee. The parties  understand and agree that
the terms of this Section 2(c),  and not Section 2(a),  shall govern the case of
monies received from the distribution of the Service to hotels or motels.  In no
event  shall  Affiliate  pay any

                                       12
<PAGE>

                                                          Confidential Treatment

fees or other charges on any Gross  Receipts  pursuant to both this Section 2(c)
and any other  section of this  Agreement.  Affiliate  shall pay to Programmer a
license fee (the "Hotel/Motel  License Fee")  simultaneously with the accounting
rendered to Programmer as set forth in Section 2(a)(iv). The Hotel/Motel License
Fee shall be equal to the  license  fee set forth on Exhibit D attached  to this
Agreement.

            (d) Late or Non-Payments. Any amounts not paid hereunder by the date
payment is due, and which are not paid within ten Business Days after receipt of
a notice from the obligee  thereof  stating that such amounts have not been paid
and are overdue,  shall, at Programmer's option,  accrue interest at the rate of
one percent (1%) per month or at the highest lawful rate, whichever shall be the
lesser, from the date notice was given that such amounts were overdue until they
are paid. "Business Day" shall mean a day that is not a Saturday,  Sunday or day
on which banks are generally closed for business in the State of California.

            (e) Most Favored Nation.

                  (i) If at any time during the Term, Programmer allows (whether
prospectively or by virtue of assuming any pre-existing agreements or otherwise)
another  person  engaged  in  distribution  of any of the  Services  within  the
Territory (including,  without limitation, by means of the Internet,  broadcast,
cable,   telco  (i.e.,   via   traditional   fiber  lines),   satellite   and/or
satellite-based  direct  broadcast  television  distribution)  (hereinafter,  an
"Other   Distributor"),   to   distribute   such   Service(s)  in  exchange  for
Consideration (as defined below) which, when taken as a whole on a net effective
basis  per  subscriber  to such  Service(s),  is more  favorable  to such  Other
Distributor than to Affiliate with respect to such Service(s)  ("Favored Fees"),
then Programmer  shall promptly notify Affiliate in writing of such Favored Fees
and Affiliate shall be immediately  entitled, at its sole option, to incorporate
into this Agreement the Favored Fees effective as of the first day following the
date on which Programmer  first allows such Other  Distributor to distribute the
Service(s)  in exchange  for the Favored  Fees;  provided  that,  in case of the
assumption  of any  preexisting  agreement  by  Programmer,  Affiliate  shall be
entitled to  incorporate  into this  Agreement the Favored Fees on a prospective
basis only (i.e.,  from the date that  Programmer  assumed such  agreement).  If
Affiliate  chooses to incorporate such Favored Fees,  however,  it must do so in
their entirety,  including all corresponding terms and conditions related to the
Service(s).  If such  corresponding  terms  and  conditions  are  impossible  or
impractical for Affiliate to perform, the parties hereto will mutually negotiate
in good  faith to  establish  comparable  terms and  conditions.  Nothing in the
preceding sentences shall require Affiliate to incorporate the Favored Fees into
this Agreement.

                  (ii) Notwithstanding  anything herein to the contrary,  "Other
Distributor" shall not include Programmer's  Affiliated Companies (as defined in
Section  8(a)  hereof)  engaged in  distribution  of the Service (or any portion
thereof) via the Internet;  provided that, such Affiliated  Companies are, as of
the date hereof and  throughout  the Term  continue to be,  controlled by and at
least 50% owned by Playboy  Enterprises,  Inc.  (the  parent  company of Playboy
Entertainment  Group,  Inc.) or a subsidiary  thereof.  The parties

                                       13
<PAGE>

                                                          Confidential Treatment

acknowledge that, as of the date hereof,  such Affiliated  Companies consist of,
but  shall  not be  limited  to,  Playboy.com,  Spicetv.com,  ClubJenna.com  and
Adult.com,  and  Programmer  represents  and warrants  that said  companies  are
controlled  by  and at  least  50%  owned  by  Playboy  Enterprises,  Inc.  or a
subsidiary  thereof.  Programmer  shall provide  Affiliate with advance  written
notice in the event  that any  other  Affiliated  Company  intends  to  commence
distribution of the Service via the Internet during the Term.

                  (iii) Intentionally Omitted.

                  (iv)  At  Affiliate's   election,   Programmer   shall  permit
Affiliate's  representatives to review,  during the Term (no more than once each
calendar  year) and for one (1) year and on a one-time  basis  only  thereafter,
such  Programmer   records  as  required  for  the  sole  purpose  of  verifying
Programmer's  compliance  with the terms of this  Section  2(e),  at  reasonable
times,  upon reasonable  advance written notice and during normal business hours
at  Programmer's  offices.  Such review  shall be at  Affiliate's  sole cost and
expense; provided, however, if such review discloses an overpayment by Affiliate
greater  than ten percent  (10%) of the actual  amount due (which  amount is not
subject  to a bona fide  dispute  by  Programmer),  Programmer  shall  reimburse
Affiliate  for its  reasonable  out-of-pocket  costs and  expenses  incurred  to
discover such overpayment.  The information derived from and the process of such
review shall be subject to the confidentiality provisions of Section 15, and any
third party auditor shall be required to acknowledge in writing its agreement to
such  confidentiality   provisions.   Notwithstanding  anything  herein  to  the
contrary,  any such audit shall be conducted by a "Big 5" public accounting firm
or another firm approved in advance by Programmer which shall have first entered
into a confidentiality agreement with Programmer (an "Independent Auditor"). If,
as a result of an audit, the Independent  Auditor determines that Programmer has
fully  complied with its  obligations  pursuant to this Section  2(e),  then the
Independent  Auditor shall provide  written  notice to the parties  stating only
that  Programmer  has complied.  If, as a result of the audit,  the  Independent
Auditor  determines  that  Programmer  may  not  be  in  compliance,   then  the
Independent  Auditor  shall  commence  good faith  discussions  with  Programmer
related  thereto.  In the event  that after  such good  faith  discussions  have
continued  for a period of thirty (30) days (or such  extended  period as may be
mutually agreed to by the parties), the Independent Auditor continues to believe
that Programmer may not have complied with such obligations, then, within thirty
(30) days after such good faith  discussions,  Programmer shall have the option,
in its sole  discretion,  to either  (x) grant to  Affiliate  the  Favored  Fees
disclosed by the audit, or (y) authorize the  Independent  Auditor to provide to
Affiliate only that limited redacted  information  acquired during the course of
the audit as is  reasonably  necessary  for  Affiliate  to  pursue  its claim of
non-compliance  against  Programmer (the  "Programmer  MFN Election").  Under no
circumstances,  other  than the  limited  circumstance  set  forth in  foregoing
subsection (y), shall any information acquired during the course of the audit be
disclosed to Affiliate by the Independent Auditor. In any event, Affiliate shall
make any claim  against  Programmer  with  respect to the  results of such audit
within one (1) year after its receipt of the Programmer  MFN Election.  From and
after Affiliate's audit of a particular period of the Term, such period shall be
deemed closed by the parties and,  except as may be

                                       14
<PAGE>

                                                          Confidential Treatment

demonstrated  by such  audit,  Programmer  shall  have no further  liability  in
respect of Favored Fees for such period.

                  (v) For purposes of this Section  2(e),  the parties agree and
understand the following:

                        (A)  "Consideration"   deemed  as  Favored  Fees  (or  a
component  part of a Favored  Fee)  includes  license,  royalty or  service  fee
discounts, revenue shares of splits, volume discounts,  penetration discounts or
caps thereon, payment limits, payment deferrals, special marketing arrangements,
launch support,  revenue  guarantees or any other terms and conditions  which to
either the Other Distributor or Programmer can be reasonably measured in dollars
computed on a net effective amount per subscriber basis; provided, however, that
local marketing campaigns (e.g., a Programmer  sponsored event at a local venue)
shall not be deemed as Favored Fees (or a component  part of a Favored Fee); and
provided  further that  Programmer will offer Affiliate the right to implement a
substantially  similar campaign for substantially the same cost to Programmer as
mutually agreed to by the parties.  If applicable,  amounts actually paid to any
required Third Party  Facilitator  needed for the distribution of the Service(s)
will be taken into consideration in the calculation of Consideration paid to the
relevant  Other  Distributor.  Third  Party  Facilitator  means a person that is
providing  goods or services to an Other  Distributor  in  conjunction  with the
Other Distributor's  distribution of one or more of the Services where the goods
or services  of the person are  required  by the Other  Distributor  in order to
permit  the   distribution   of  the  Services  over  the  Other   Distributor's
distribution  platform.  As an  example,  should  an Other  Distributor  offer a
wireless service and utilize a Third Party Facilitator to provide technology for
distribution of the service for a fee, then the Consideration  paid to the Other
Distributor shall be reduced by the Third Party Facilitator fee.

                        (B)   Programmer   represents   and  warrants  that  the
Consideration  provided by Affiliate to  Programmer,  when taken as a whole on a
net  effective  basis  per  subscriber  to  the  Service  (i.e.,   each  Service
individually and the Services  collectively),  is no less favorable to Affiliate
than to any Other Distributor as of the date hereof.

                  (vi)  Programmer  hereby  grants to  Affiliate,  and Affiliate
hereby accepts from Programmer,  the  non-exclusive  right to distribute the VOD
Services that Programmer  makes available for  distribution on a Video On Demand
basis  (whereby a consumer  selects the  viewing of a program on an  unscheduled
real time basis (as opposed to selection of a viewing time by such consumer from
a pre-determined schedule of viewing times) ("VOD")) at such time that Affiliate
has the  capability  to  distribute  programming  services  via  VOD to  DIRECTV
Subscribers.   Nothing  herein  shall  obligate  Affiliate  to  distribute  such
programming via VOD. Any  distribution  of Service  programming by Affiliate via
VOD shall be subject  to terms and  conditions  to be  negotiated  and  mutually
agreed to by the parties,  provided that Programmer  shall make VOD available to
Affiliate on


                                       15
<PAGE>

                                                          Confidential Treatment

terms and  conditions  that are no less  favorable  to  Licensee  than any Other
Distributor  of VOD, it being  understood  that if the agreement with such Other
Distributor(s)  contains terms and conditions that are not relevant to Affiliate
or  Affiliate  is not  reasonably  capable  of  complying  with  such  terms and
conditions taking into consideration  Affiliate's business,  including,  without
limitation, Affiliate's technology and national platform, then the parties shall
negotiate comparable obligations,  terms and conditions in good faith. Affiliate
will not  distribute  the VOD  Services  until  the  terms  and  conditions  for
distribution have been agreed to by the Parties.

            (f) Titanium  Subscribers.  Notwithstanding  any other provisions of
this Agreement,  Affiliate may offer the Service as part of Affiliate's  planned
premium  programming  package  offering  subscribers the right to receive all or
substantially all of Affiliate's programming (including premium and pay-per-view
programming) for a single monthly payment,  which package is tentatively branded
as the "Titanium Package" (the subscribers to which package shall be referred to
as "Titanium Subscribers"),  and Affiliate shall not be obligated to pay any fee
to Programmer for the  distribution  of such package so long as the total number
of Titanium Subscribers does not exceed five thousand (5,000). In the event that
Affiliate  obtains  more  than  five  thousand  (5,000)  Titanium   Subscribers,
Affiliate  and  Programmer  will  negotiate in good faith a  reasonable  monthly
license fee to be paid to  Programmer  by  Affiliate  for those  subscribers  in
excess of five thousand  (5,000).  Affiliate will provide  Titanium  Subscribers
with the opportunity to opt out of receiving the Service at any time.

            (g) Programming Account/Marketing Fund.

                  (i)  The  parties  hereby  acknowledge  that  pursuant  to all
predecessor agreements (including, without limitation, Sections 2(f) and 4(g) of
the Current Playboy  Agreement),  and notwithstanding any previous accounting of
the amounts in question,  all amounts set aside by Affiliate  for  marketing and
promotion of channels  provided to Affiliate by Programmer are being  maintained
by Affiliate in a programming  account  containing the stipulated  amount of One
Million One Hundred Thousand Dollars $1,100,000 (the "Programming  Account") and
that the following shall constitute full satisfaction of the parties' respective
obligations  with respect to such Programming  Account:  Affiliate may spend the
Programming  Account funds on any marketing  campaigns or initiatives related to
the Services or Programmer  as  determined  by Affiliate in its sole  discretion
after consultation with Programmer;  provided,  however,  that the parties agree
that if any  Programming  Account funds are not utilized by the end of the Term,
then such amounts will be paid to Programmer.

                  (ii)  Commencing  as  of  November  16,  2006  and  continuing
throughout the Term of this Agreement,  Programmer shall contribute  $75,000 per
quarter to a specific special purpose  marketing support account (the "Marketing
Account"). Affiliate shall deduct such payments on a monthly basis in the amount
of  $25,000  from the  License  Fees due to  Programmer  under  this  Agreement.
Affiliate  may spend the Marketing  Account funds on any marketing  campaigns or
initiatives  related to the Services or Programmer as determined by Affiliate in
its sole discretion after consultation with Programmer;  provided


                                       16
<PAGE>

                                                          Confidential Treatment

that Affiliate  agrees to perform at least one marketing  initiative per year of
the Term,  designed to drive DIRECTV Subscribers to the "Playboy TV" Service. In
addition,  in exchange for agreeing to the reduced  Marketing  Account above (as
compared to the Current Playboy  Agreement),  Programmer agrees to host four (4)
(two (2) per year of the Term) first class  parties for  Affiliate's  employees,
guests and/or  clients at the Playboy  Mansion in Los Angeles  (evenings  and/or
weekends  upon  Affiliate's  request as  provided in the  immediately  following
sentence)  and two (2) (one (1) per year of the Term)  first  class  parties for
Affiliate's  employees,  guests and/or clients at the Palms Casino in Las Vegas,
Nevada, each with full food and beverage (alcoholic and non-alcoholic)  service,
entertainment  (as requested by Affiliate),  hotel rooms (for Palms parties) and
all related services (including,  without limitation,  convenient parking and/or
shuttle  service for all guests) to be  supplied  by  Programmer  at fair market
rates charged to all other parties  (with no mark-ups,  administrative  charges,
etc.) at a total  cost not to exceed  $250,000  per  party,  which cost shall be
funded from the  Programming  Account  (until  that  account is  exhausted,  and
thereafter  out of the  Marketing  Account)  and  paid  directly  by  Affiliate;
provided  that  Programmer  shall  provide an invoice  that will reflect the per
person cost of each party and any costs that are not  determined on a per person
basis, such cost to be no greater than the fair market rate charged to all other
parties for similar parties.  Affiliate agrees (i) to provide Programmer with at
least sixty (60) days advance written notice of any request for any party,  (ii)
that for the  purpose of  scheduling  any  party,  the term  weekend  shall mean
Friday,  Saturday and Sunday,  and (iii) with respect to the Playboy  Mansion in
Los Angeles,  no more than one (1) party per year during the Term shall occur on
a weekend.  Notwithstanding the foregoing,  Programmer agrees that it shall make
reasonable  good faith efforts to  accommodate  any party request made with less
than sixty (60) days  advance  notice  and/or any  request to stage  Affiliate's
allocated  number of parties  other than as stated  above  (e.g.,  a request for
three (3) Mansion  parties  during a given year or a request for two (2) weekend
parties at the Mansion during a given year);  provided that there are sufficient
funds in the Programming  Account and/or the Marketing Account to cover the cost
of the proposed  party;  and provided  further that  Affiliate  may, in its sole
discretion,  elect to pay the  balance  of any  costs in the  event  that  funds
remaining  in  the  Programming   Account  and/or  the  Marketing   Account  are
insufficient  to cover the total cost of any proposed  party.  In the event that
Affiliate does not use any of the money  contributed  under this  sub-section by
the end of the Term of this  Agreement,  Affiliate  will pay to  Programmer  the
un-used portion of the funds.

                  (iii)  Affiliate  shall  provide  a  quarterly  accounting  of
amounts spent pursuant to the above Sections 2(g)(i) and (ii).

      3. Commercial Announcements and Other Advertising.

            (a)  Commercial  Announcements.  Programmer  hereby  represents  and
warrants that it does not make available to any Other Distributor of any Service
commercial announcements of any nature in the schedule of such Service(s). If at
any time during the Term, Programmer provides to any Other Distributor the right
to make commercial announcements within any Service, then Programmer shall offer
such right to Affiliate on terms and  conditions  no less  favorable  than those
offered to such Other  Distributor of the


                                       17
<PAGE>

                                                          Confidential Treatment

Service(s).  In any event,  the rights with respect to commercial or promotional
announcements provided by Programmer to Affiliate shall be no less favorable, in
terms of the nature, use, scheduling,  availability, length of the announcements
and so forth (including,  without  limitation,  the right to cover  Programmer's
commercial  or  promotional  announcements),  than those  provided  to any Other
Distributor.

            (b)  Advertising.  If Programmer  offers any Other  Distributor  the
opportunity   to   advertise,   or  includes  any  Other   Distributor   in  any
advertisement(s),  whether  or  not  in  connection  with  the  Service,  in any
publication, recording, service, visual work or audiovisual work, whether or not
Programmer  controls  it,  then  Programmer  shall  provide  Affiliate  with the
opportunity to elect to be included in such advertisement, if such advertisement
is in connection with advertising the Service,  or an opportunity to elect to be
included in a similar advertisement,  if such advertisement is not in connection
with  advertising  the  Service,  on at least as  favorable  terms as such Other
Distributor.  Programmer shall not include Affiliate, or advertise Affiliate, by
any means  without  Affiliate's  prior  written  consent,  which may be given or
withheld by Affiliate in its sole discretion.

      4. Marketing and Promotion of the Service.

            (a)  Affiliate  shall  market and  promote  the Service in a similar
manner as  Affiliate  markets and promotes  other  similar  premium  programming
services;  provided,  however,  that  Affiliate may market and promote any other
such premium  programming  service  differently and/or more frequently,  if such
service provider provides Affiliate with material  consideration or compensation
therefore.  In connection  therewith,  Programmer shall provide Affiliate,  upon
Affiliate's request, with promotional and marketing advice. Affiliate shall make
all marketing and promotion  decisions in its sole  discretion,  but the parties
understand  and  agree  that  Affiliate  currently  expects  to use a  range  of
promotional  media  (including,   without  limitation,   print  advertising  and
cross-channel  promotional  spots on the DTH Distribution  System) to market and
promote the Service.  Affiliate  shall  publicize the schedule of the Service in
the  Territory  in a manner  similar to that which it employs,  and based on the
same factors, it considers, in publicizing the schedule of other similar premium
programming  services  distributed via the DTH Distribution  System,  including,
without limitation,  the publication of the Service programming  schedule in the
television   listings  and  program  guides  which  Affiliate,   as  applicable,
distributes.

            (b)  Subject to Sections 6 and 17,  Affiliate  shall not at any time
during the Term (i) cease  marketing or promoting  the Service or (ii)  withdraw
distribution of the Service in any area of the Territory after the  introduction
thereof in such area; provided that, Affiliate may cease marketing and promoting
the  Service  if  Affiliate,  in its  absolute  sole  determination,  reasonably
believes that marketing or promoting the Service may be  politically  harmful to
Affiliate or its Affiliated  Companies or adversely  affect the corporate  image
that  Affiliate or its  Affiliated  Companies  desires to maintain at such time,
provided  however,  that should  Affiliate cease marketing  and/or promoting the
Service for the aforementioned  reason,  Affiliate may not market and/or promote
any other  adult  services  comparable  to the Service  provided  by  Programmer
hereunder  for so  long as  Affiliate  ceases


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marketing and/or promoting the Service.

            (c)  Affiliate  may expend  such  amounts as it deems  necessary  or
desirable,  in its sole  discretion,  during  any  12-month  period  (with  each
12-month period starting on the Effective Date as defined in Section 6(a) or the
anniversary  thereof) (a  "12-Month  Period")  for  marketing,  advertising  and
promoting of distribution of Playboy TV via the DTH Distribution System. Subject
to the terms and  conditions  of this  Agreement,  Affiliate  shall consult with
programmer  in good  faith,  but  shall  make  any  decisions  relating  to such
marketing,  advertising,  promotion  and  expenditures  in its sole  discretion,
including, without limitation, the selection of promotional media (such as print
advertising,  direct mail  pieces,  cross-channel  promotional  spots on the DTH
Distribution System, etc.) and the scheduling of such marketing, advertising and
promotional activities.

            (d) [This section intentionally left blank.]

            (e) From time to time, Programmer may offer Affiliate an opportunity
to  exhibit  the  Service   discounted  to  DIRECTV   Subscribers   ("Discounted
Previews").  Discounted  Previews  shall be made  only with  Programmer's  prior
written authorization and shall be offered to Affiliate on a frequency and basis
no less favorable than those offered to any Other Distributor of the Service (or
any portion thereof).  The retail price for Discounted Previews shall be no less
than  ninety-nine  cents  ($.99)  per  programming  block  and  shall be paid to
Programmer in a similar manner as provided in Section 2.

            (f) Program  Guide.  During the Term,  Programmer  shall provide the
daily  programming  schedule for the Service to Tribune  Media  Service (or such
other service  designated  by Affiliate) in order that  Affiliate may access the
program schedule for purposes of the on-screen program guide.

      5. Representations. Warranties and Covenants.

            (a) By Affiliate.  Affiliate  warrants,  represents and covenants to
Programmer that:

                  (i) to its best knowledge after diligent review and receipt of
advice of legal counsel with  experience  in such  matters,  it is in compliance
with and will comply with all material "Laws" (as defined below) with respect to
its rights and obligations under this Agreement,  including without  limitation,
all  relevant  provisions  of  the  Cable  Television  Consumer  Protection  and
Competition  Act of 1992 which are applicable to Affiliate,  the  Communications
Act of  1934,  the  Communications  Decency  Act of  1996  (as any or all may be
amended and any successor, replacement or similar Laws or statutes), and any and
all  regulations  issued  pursuant  to any of the  foregoing.  As  used  in this
Agreement,  "Laws" mean and include relevant federal,  state, municipal or local
statutes, laws, rules,  regulations,  ordinances,  codes, directives and orders,
including administrative rules or policies and court orders;


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                                                          Confidential Treatment

                  (ii) it has  the  power  and  authority  to  enter  into  this
Agreement and to fully perform its obligations hereunder;

                  (iii) it shall  distribute  the  Service in the  Territory  in
accordance  with and  subject  to the  terms  and  conditions  set forth in this
Agreement;

                  (iv)  it  shall  not,  without   Programmer's   prior  written
approval,  use the name of or logo for  "Playboy  TV,"  "Spice  Wild,"  "The Hot
Network," "The Hot Zone,"  "Fresh!," "Club Jenna',  "Spice:Xcess" or "Playboy TV
en  Espanol,"  or the names,  titles or logos of the Service (or any  successors
thereto) or any of its programs, or the names, voices,  photographs,  likenesses
or biographies of any individual participant or performer in, or contributor to,
any program or any  variations  thereof,  for any purpose other than in material
intended to advise Service  Subscribers or potential Service  Subscribers of the
availability and scheduling of the Service or as a channel identifier. Affiliate
shall not publish or disseminate any material that violates restrictions imposed
by Programmer or Programmer's  suppliers and disclosed upon  reasonable  advance
written notice to Affiliate by Programmer.  The  restrictions  set forth in this
Section 5(a) (iv) shall apply only to the extent they are applied by  Programmer
uniformly with respect to all of its distributors of the Service,  and shall not
apply if Affiliate has received a valid written authorization from a third party
for any of the uses described in this Section 5(a)(iv);

                  (v) it has obtained,  and shall  maintain in full force during
the Term hereof,  such federal,  state and local  authorizations as are material
and necessary to operate the business it is  conducting  in connection  with its
rights and obligations under this Agreement;

                  (vi) it has no knowledge of any  misrepresentation,  breach of
warranty or covenant made by Programmer hereunder;

                  (vii) the  individual  executing  this Agreement on its behalf
has the authority to do so.

            (b) By Programmer.  Programmer warrants, represents and covenants to
Affiliate that:

                  (i) to its best knowledge after diligent review and receipt of
advice of legal counsel with  experience  in such  matters,  it is in compliance
with and will  throughout  the Term  continue to comply with all  material  Laws
applicable  to, or with respect to, the Service and the provision of the Service
to Affiliate,  and Programmer's rights and obligations under this Agreement with
respect to the Service and Programmer's obligations hereunder, including without
limitation,  FCC  rules and  regulations  governing  the  Service,  if any,  all
relevant  provisions of the Cable Television Consumer Protection and Competition
Act of 1992, and the  Communications  Act of 1934, the effective portions of the
Communications  Decency  Act of  1996  (as  any or all  may be  amended  and any
successor,  replacement or


                                       20
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                                                          Confidential Treatment

similar Laws) and any regulations promulgated under any applicable law or any of
the foregoing;

                  (ii) it has  the  power  and  authority  to  enter  into  this
Agreement and to fully perform its obligations hereunder;

                  (iii) it shall provide the Service for the  Territory,  at its
sole cost and expense (together with any necessary equipment,  including without
limitation,  backup or reserve equipment), in accordance with and subject to the
terms and conditions set forth in this Agreement, including, without limitation,
that it shall (A)  arrange  and pay for the  transmission  of the  Service  from
Programmer's U.S. Satellite to the Broadcast Center, (B) encode and scramble the
Service  at its sole  expense,  (C) cause  its  uplink  authorization  center to
authorize and enable  Affiliate's  descramblers  to receive and  descramble  the
Service, and (D) provide to Affiliate two (2) receivers and two (2) decoders per
channel to receive and  unscramble  the Service at each of the two (2) Broadcast
Center;

                  (iv) it  shall  promptly  provide  Affiliate  with any and all
promotional  materials of the Service  which it generally  provides to any other
distributor  of the  Service,  at  Programmer's  sole cost and  expense;  and if
Affiliate  shall  request  additional  such  materials,  then  Programmer  shall
promptly  provide such  materials to Affiliate  and  Affiliate  shall  reimburse
Programmer for the reasonable actual costs thereof;

                  (v) it has obtained,  and shall  maintain in full force during
the Term hereof, such federal,  state and local  authorizations as are necessary
to comply with Laws or which are material and  necessary to operate the business
it is  conducting  in  connection  with its  rights and  obligations  under this
Agreement;

                  (vi) it has  obtained or will  obtain at its sole  expense all
rights  necessary for  Affiliate to use and enjoy its rights in connection  with
its distribution of the Service,  including,  without limitation,  obtaining all
necessary  trademarks,  copyrights,  licenses and any and all other proprietary,
intellectual, property and other use rights necessary in connection with, or for
Affiliate's  distribution  of the  Service,  and at all  times  during  the Term
"PLAYBOY  TV,"  "SPICE  WILD,"  "THE  HOT  NETWORK,"   "FRESH!,"  "CLUB  JENNA",
"SPICE:XCESS"  or "PLAYBOY  TV EN ESPANOL" or the names,  titles or logos of the
Service  (or any  successors  thereto) or any of their  programs,  or the names,
voices,  photographs,   music,  likenesses  or  biographies  of  any  individual
participant  or performer in, or  contributor  to, any program or any variations
thereof) and to perform its  obligations  hereunder and grant the rights granted
pursuant to Section 1;

                  (vii) there are no (and it  covenants  that it shall not enter
into  directly  or  indirectly,  allow or  otherwise  permit  any)  affiliation,
distribution  or any other  agreements,  whether  written or oral,  granting  to
distributors  and/or any other third party, person or entity any form or type of
exclusive  or other  rights that would limit or restrict in any way  Affiliate's
rights to distribute the Service in the Territory;


                                       21
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                                                          Confidential Treatment

                  (viii)  it  shall  not,  without   Affiliate's  prior  written
approval,  use the name of or logo for "DIRECTV," or any variations thereof, for
any purpose, without Affiliate's prior written consent;

                  (ix) there is no actual and, to Programmer's knowledge,  there
is no  pending  investigation  (including,  without  limitation,  a  grand  jury
investigation) involving the Service (or any content included in the Service) or
any  pending  proceeding  against  Programmer  (or  any  of  its  principals  or
Affiliated  Companies)  for the violation of any federal,  state or local law or
regulation,  as applicable,  concerning illegal, indecent or obscene material or
the transmission thereof (the "Obscenity Laws");

                  (x) it will notify Affiliate as soon as reasonably  practical,
but in no event more than two Business Days, after receiving notification of, or
becoming aware of, any pending investigation by any governmental  authority,  or
any pending criminal  proceeding against Programmer (or any of its principals or
Affiliated  Companies  (as  defined in Section  8(a)),  which  investigation  or
proceeding  concerns  distribution of the Service or programming in the Service,
including  without  limitation,  investigations  any/or  proceedings  concerning
potential  violations of Obscenity  Laws. For purposes of this Section  5(b)(x),
Programmer  shall be deemed to be aware of any such  investigation or proceeding
if any of the  directors,  officers,  agents,  representatives  or  employees of
managerial  functions of Programmer  or an  Affiliated  Company has received any
communication  about or otherwise  becomes  aware of any such  investigation  or
proceeding;

                  (xi) to the  best of  Programmer's  knowledge  after  diligent
review and advice of counsel with  experience in such matters,  the  programming
Service and all programming  provided as part thereof that  Programmer  provides
Affiliate  hereunder  complies  with  Obscenity  Laws  and is not  violative  of
Obscenity Laws in any jurisdiction in the Territory;

                  (xii) it solely  and  exclusively  possesses,  and will at all
times  during  the  Term so  possess,  any and all  rights  necessary  to  grant
Affiliate the right to distribute  the Service and all  programming  provided as
part  thereof,  as a whole or in  parts,  as  Subscription  Offering(s)  and PPV
Offering(s),  as the case may be,  in the  Territory  (it being  understood  and
agreed that  Programmer  has granted and may grant similar rights to other third
parties);

                  (xiii)  nothing  contained  in the  Service  or in  any  other
material supplied by Programmer to Affiliate violates,  infringes,  or conflicts
with  any  rights  of any  person  or  entity  (including,  without  limitation,
copyright,  trademark,  music  performance  and  all  other  proprietary  and/or
intellectual rights);

                  (xiv)   there  are  no   outstanding   (or,  to  the  best  of
Programmer's knowledge, threatened) judgments or pending claims, liens, charges,
restrictions,  or  encumbrances  on or related to the Service or any programming
provided  as part  thereof  that may  materially  interfere  with the  rights of
Affiliate under this Agreement;


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                                                          Confidential Treatment

                  (xv)  Programmer  is the sole entity that has entered into and
shall enter into agreements and obligations with other distributors with respect
to the Service and to any and all programming provided as part of the Service;

                  (xvi)  except to the  extent  expressly  permitted  hereunder,
during the Term, the Service shall not include any direct sales,  advertising or
infomercials;

                  (xvii) the  individual  executing this Agreement on its behalf
has the authority to do so;

                  (xviii)  to its  best  knowledge  after  diligent  review  and
receipt of advice of legal counsel with  experience  in such  matters,  it is in
compliance with and will throughout the Term continue to comply with 18 USC 2257
or 28 CFR 75 or any  successor  legislation  or code.  Programmer  has prepared,
maintained  and  executed,  and at all times during the Term and for a period of
seven (7) years thereafter shall, prepare, maintain and execute any documents or
records, and provide Affiliate with copies of any documents or records which are
required  by Title 18,  U.S.C.  ss.  2257,  as  amended,  and/or the  associated
regulations found at 28 C.F.R.  75.1 et. seq., as amended,  and/or any successor
statute or regulation ("Section 2257").  Programmer warrants and represents that
it is in  possession  of such  documents  and  records,  and  maintains  them in
accordance with Section 2257.  Programmer agrees to appoint a "record custodian"
as required under Section 2257, and will keep Affiliate apprised of the physical
address  where all  required  records are compiled  and  maintained  pursuant to
Section  2257,  along with the name of the records  custodian.  Programmer  will
display a conspicuous disclosure statement on all depictions of `actual sexually
explicit  conduct'  contained in the Services as required by Section 2257, which
statement  identifies  the records  custodian  for the content and describes the
physical  location where the records relating to the content may be inspected as
required under applicable law. If required by law, Programmer will be identified
as a "primary producer" in any and all disclosure statements associated with the
Services pursuant to Section 2257.  Programmer  further agrees to cooperate with
Affiliate in connection with any inspections or government  inquiries  initiated
pursuant  to  Section  2257.  Affiliate  shall  have the right to  inspect  such
documents and records at any time during regular  business hours at Programmer's
location for  maintaining the records with five (5) business days' prior written
notice from Affiliate.

      6. Term; Effective Date; Termination.

                  (a)  Term;  Effective  Date.  Subject  to  certain  rights  of
termination set forth in this Agreement;  and  notwithstanding  the terms of the
May 24, 2004, letter agreement executed by each of the parties, the initial term
of the Agreement  shall be for the period  commencing on the Effective  Date and
ending on November 15, 2008 (the "Term").

            (b)  Termination  for Breach or  Bankruptcy.  This  Agreement may be
terminated by either party (the "Affected  Party"),  in its  discretion,  at any
time after any of the following occurrences with respect to the other party (the
"Other Party"):


                                       23
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                                                          Confidential Treatment

                  (i) the breach of any representation,  warranty or covenant of
the Other  Party or failure by the Other  Party,  its  successors  or assigns to
perform any material obligation  hereunder which is not cured within thirty (30)
days after receipt of written  notice  thereof from the Affected  Party or as to
which  reasonable  steps to cure have not been commenced  within such period (or
are not thereafter  diligently pursued and completed within an additional thirty
(30) days); or

                  (ii)  the  filing  of  a  petition   in   bankruptcy   or  for
reorganization  by or against  the Other  Party under any  bankruptcy  act;  the
assignment  by  the  Other  Party  for  the  benefit  of its  creditors,  or the
appointment  of a  receiver,  trustee,  liquidator  or  custodian  for  all or a
substantial part of the Other Party's property,  and the order of appointment is
not vacated  within thirty (30) days; or the  assignment or  encumbrance  by the
Other Party of this Agreement contrary to the terms hereof; or

            (c)   Termination   by  Affiliate.   Affiliate  may  terminate  this
Agreement:

                  (i)  subject to  Section  1(b)(viii),  immediately  upon prior
written  notice,  if the Service,  or any  programming  provided as part thereof
(including,  without  limitation,  advertising,  if any), fails to comply in any
material  way with Exhibit A hereto and the  definition  of "Service" in Section
1(b) hereof, as reasonably  determined by Affiliate,  if Programmer is unable to
cure such material failure within fifteen (15) days upon notice (specifying such
failure) thereof ;

                  (ii) if  Affiliate  discontinues  operation of the DTH System,
immediately upon such discontinuance;

                  (iii)  according to the  provisions of Section 6(d) or Section
17 hereof;

                  (iv)  immediately  following  written  notice to Programmer of
Programmer's  failure to comply with any material  Laws, if Programmer is unable
to cure or  eliminate  the  failure  to comply  with such  material  Laws in any
material respect within fifteen (15) days upon notice  (specifying such failure)
thereof; or

                  (v) on ninety  (90) days'  prior  written  notice in the event
Programmer,  or all or substantially all of its stock or assets, is/are acquired
(directly  or  indirectly)  by a third party who is an "Industry  Acquirer"  (as
defined below),  whether by way of a purchase of assets,  purchase of a majority
of the  outstanding  stock of Programmer,  merger,  consolidation  or otherwise,
after  which  such  acquiring  party has the right or  ability by virtue of such
acquisition to control  (directly or indirectly)  Programmer and/or those assets
(including  without  limitation,  to direct the  creation  and  operation of the
Service) used in the performance of Programmer's  obligations  hereunder (each a
"Change in Control"), unless Affiliate provides written consent, in its absolute
sole  discretion,  to such  Change in  Control.  If such a Change in  Control is
consummated without Affiliate's prior written consent, then Affiliate shall have
the right, in its absolute sole  discretion,  to terminate this Agreement in its


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                                                          Confidential Treatment

entirety.  As used herein,  "Industry  Acquirer" shall mean, whether directly or
indirectly,  a third party or an Affiliated  Company (as defined in Section 8(a)
hereof) of such third party:  (x) engaged in the "adult"  industry in any manner
whatsoever (by way of example and not in limitation of the  foregoing,  Hustler,
Penthouse,  etc.);  (y)  directly  engaged  in  the  distribution  of  regularly
scheduled  programming networks or services (e.g., a collection of programs) via
television  (broadcast,  cable or  satellite);  or (z)  competitors of Affiliate
engaged  in  multichannel   television   (i.e.,   satellite,   cable  or  telco)
distribution  (e.g.,  Echostar,  cable  companies) or is a broadcast  television
station or owns broadcast television station(s);  provided that, with respect to
the  businesses  described in clauses (y) and (z) (a  "Programmer/Distributor"),
Affiliate's  termination right shall not be exercisable  unless the acquirer (or
Affiliated  Company)  has  an  ownership  interest  in a  Programmer/Distributor
(directly  or  indirectly)  that  is  equal  to or  greater  than  30%  of  such
Programmer/Distributor's  outstanding  stock or if the acquirer  (or  Affiliated
Company)  has the  ability  (directly  or  indirectly)  to control (by reason of
voting stock  ownership,  contract or  otherwise)  such  Programmer/Distributor.
Notwithstanding the foregoing,  a Change in Control wherein the acquiring entity
is a third  party that is not an Industry  Acquirer  (or an  Affiliated  Company
thereof), shall not require Affiliate's consent so long as such acquirer assumes
in writing all of Programmer's obligations and liabilities under this Agreement,
such  acquirer  agrees  in  writing  to  maintain  the  quality  of the  Service
consistent  with the standards  utilized by Programmer as in effect  immediately
prior to the effective  date of such Change in Control,  and such acquirer has a
net worth which is at least equal to the greater of (x)  Programmer's  net worth
immediately  prior to the  effective  date of such  Change in Control or (y) $50
million; and provided further,  that a Change in Control resulting directly from
the initial public offering of Programmer  shall be excluded from the provisions
of this Section 6(c)(v), so long as the controlling stockholder(s) of Programmer
and  substantially all of the members of management of the Programmer remain the
same following the initial public offering and for the duration of the Term.

            (d)  Force  Majeure.  Notwithstanding  any other  provision  in this
Agreement,  neither  Programmer  nor  Affiliate  shall have any liability to the
other or any other person or entity with respect to any failure of Programmer or
Affiliate,  as the case may be, to transmit or distribute the Service or perform
its  obligations  hereunder if such failure is due to any failure or degradation
in performance of Programmer's U.S. Satellite or Affiliate's DTH Satellite(s) or
transponders  on any such  satellites  (as  applicable) or of the DTH System (in
which case,  Affiliate shall be excused from its distribution  obligations under
this Agreement), or of any failure of  scrambling/descrambling  equipment or any
other equipment owned or maintained by others  (including,  without  limitation,
Affiliate's  automated  billing and authorization  systems),  any failure at the
origination  and uplinking  center used by  Programmer  or Affiliate,  any labor
dispute, fire, flood, riot, legal enactment,  government regulation, Act of God,
or any cause beyond the  reasonable  control of Programmer or Affiliate,  as the
case may be (a "Force Majeure"),  and such non-performance  shall be excused for
the period of time such failure(s) causes such non-performance (and shall result
in a per-day pro rata  reduction  in any Revenue  Assurances  for any failure or
non-performance   that  affects  at  least  ten  percent  (10%)  of  Affiliate's
subscribers for a period of seven (7) days or longer));  provided, however, that
if  Affiliate  determines  in its sole


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                                                          Confidential Treatment

discretion  that it is  commercially  or technically  unfeasible to cure a Force
Majeure  with  respect  to the DTH System or one or more DTH  Satellites  and so
notifies  Programmer,  then either party may terminate this Agreement  effective
upon written notice to the other party.  The parties  acknowledge and agree that
although  the  Service  may at any given time be uplinked to only one of several
DTH Satellites, failure or degradation in any of such DTH Satellites may require
Affiliate to reduce the number of programming services (in particular the number
of PPV and/or adult  services)  available  for  allocation  among all of the DTH
Satellites,  with such reduction including,  without limitation,  curtailment or
termination of the distribution of the Service by Affiliate, at Affiliate's sole
discretion.  Accordingly,  Programmer  further  acknowledges and agrees that the
provisions  set forth in the first sentence of this Section 6(d) shall apply and
shall exculpate  Affiliate and excuse the performance of Affiliate  hereunder in
the event of such a failure or  degradation  of any of the DTH Satellites or the
transponders on any such satellite, regardless of whether the satellite to which
the Service is uplinked at the time of such failure or degradation is itself the
subject of such failure or degradation. In the event Affiliate determines in its
sole discretion  that it is unable to cure, or it is commercially  impracticable
to cure,  such Force Majeure during the remaining Term of this  Agreement,  then
Affiliate may terminate this Agreement immediately upon notice to Programmer.

            (e) Survival. Termination of this Agreement pursuant to this Section
6 shall not relieve either party of any of its liabilities or obligations  under
this Agreement, including without limitation those set forth below in Section 8,
which shall have accrued on or prior to the date of such termination.

            (f) License Fee Reduction.  In addition to its remedies set forth in
this  Agreement,  Affiliate may receive  credit  against the License Fees in the
proportion that the hours of programming  each day materially  deviates from the
programming  required in Section  1(b),  as  determined by Affiliate in its sole
discretion,  bears to the total hours the Service is transmitted  each day, such
credit to be applied  against  the  License  Fees,  but only for the  applicable
number of days  such  deviation  occurs in any  month.  Affiliate  shall  notify
Programmer in writing in advance of any such  reduction it intends to make,  and
Programmer  shall have  fifteen  (15) days from the date of such  notice to cure
such programming  deviation prior to Affiliate  effecting any such reductions if
the deviation is not cured during the fifteen (15) day period.

            (g) Rights to Limit  Distribution.  Programmer shall have the rights
to limit  distribution  of Movie  Channel 1 and Movie  Channel 2 as set forth in
Exhibit B hereof.

      7. Separate Entities. No officer,  employee, agent, servant or independent
contractor of either party hereto or their respective subsidiaries or affiliates
shall at any time be deemed  to be an  employee,  servant  or agent of the other
party  for any  purpose  whatsoever,  and the  parties  shall  use  commercially
reasonable  efforts  to  prevent  any such  misrepresentation.  Nothing  in this
Agreement  shall  be  deemed  to  create  any   joint-venture,   partnership  or
principal-agent relationship between Programmer and Affiliate, and neither


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shall hold  itself out in its  advertising  or in any other  manner  which would
indicate any such relationship with the other.

      8. Indemnification; Limitation of Liability.

            (a) By  Programmer.  Programmer  shall  indemnify,  defend  and hold
harmless each of Affiliate,  its Affiliated Companies (as defined below) and the
directors,  officers,  employees,  and agents of  Affiliate  and its  Affiliated
Companies  (collectively,  the "Affiliate  Indemnitees")  from, against and with
respect  to any and all  claims,  criminal  and  civil  liabilities,  costs  and
expenses (including reasonable attorneys' and experts' fees) ("Claims") incurred
to third parties (including without limitation, any Governmental Authorities) in
connection with any claim against any of the Affiliate  Indemnitees  arising out
of (i) Programmer's breach of its representations,  warranties and covenants set
forth in this Agreement, (ii) the Service or material or programming supplied by
Programmer  pursuant to this Agreement,  (iii) the  distribution or cablecast of
any  programming  of the Service which  violates or requires  payment for use or
performance of any copyright, right of privacy or literary, music performance or
dramatic right, (iv) Programmer's  advertising and marketing of the Service, (v)
any acts or omissions by audio text suppliers  (including,  without  limitation,
the content of any of the audio text service) and all employees and  contractors
thereof,  (vi) any other materials,  including  advertising or promotional copy,
supplied or  permitted  by  Programmer,  and/or (vii) any claim for payment by a
third party as a result of Affiliate's  distribution of the Service.  As used in
this Agreement, "Affiliated Company(ies)" shall mean, with respect to any person
or  entity,  any other  person or entity  directly  or  indirectly  controlling,
controlled  by or under common  control  (i.e.,  the power to direct  affairs by
reason of ownership of voting stock,  by contract or otherwise) with such person
or entity and any  member,  director,  officer  or  employee  of such  person or
entity.

            (b)  By  Affiliate.  Affiliate  shall  indemnify,  defend  and  hold
harmless  each  of  Programmer,   Programmer's   Affiliated  Companies  and  the
directors,  officers,  employees  and  agents  of  Programmer  and  Programmer's
Affiliated Companies (collectively,  the "Programmer Indemnitees") from, against
and  with  respect  to any and  all  claims,  liabilities,  costs  and  expenses
(including  reasonable  attorneys'  and experts' fees) incurred to third parties
arising out of (i)  Affiliate's  breach of its  representations,  warranties and
covenants set forth in this  Agreement,  (ii)  Affiliate's  distribution  of the
Service by means of the DTH  Distribution  System (except with respect to claims
relating to the content of the Service,  including  advertising  or  promotional
copy supplied or permitted by  Programmer),  (iii)  Affiliate's  advertising and
marketing of the Service and the DTH System,  and (iii) any other materials used
by  Affiliate,  including  advertising  or  promotional  copy,  not  supplied or
permitted by Programmer.

            (c)   Procedure   for   Indemnification   Claims.   The   respective
indemnification obligations of each of the parties pursuant to Sections 8(a) and
8(b),  above,  shall be conditioned  upon strict  compliance  with the following
procedures  for  indemnification  claims based upon or arising out of any claim,
action or proceeding by any person not a party to this Agreement. If at any time
a claim shall be made, or an action or proceeding shall be


                                       27
<PAGE>

                                                          Confidential Treatment

commenced, against a party to this Agreement (the "Aggrieved Party") which could
result in  liability  of the other party (the  "Indemnifying  Party")  under its
indemnification obligations under this Agreement, the Aggrieved Party shall give
to the Indemnifying Party notice of that claim, action or proceeding within five
(5)  Business  Days  following  receipt  of  service  of any  claim,  action  or
proceeding  by the Party  (except  that  failure to give that  notice  shall not
excuse  the  Indemnifying  Party  except  to the  extent  that it is  materially
prejudiced  by that  failure).  The notice  shall state the basis for the claim,
action or  proceeding  and the  amounts  claimed,  (to the extent that amount is
determined  at the  time  when  the  notice  is  given)  and  shall  permit  the
Indemnifying Party to assume the defense of any such claim, action or proceeding
(including any action or proceeding  resulting from any such claim) with counsel
which  is  reasonably   acceptable  to  the  Aggrieved  Party.  Failure  by  the
Indemnifying  Party to notify the Aggrieved  Party of its election to defend the
claim,  action or proceeding within a reasonable time, but in no event more than
fifteen  (15) days  after the notice  shall have been given to the  Indemnifying
Party, shall be deemed a waiver by the Indemnifying Party of its right to defend
the claim, action or proceeding;  provided, however, that the Indemnifying Party
shall not be deemed to have waived the right to contest  and defend  against any
claim of the Aggrieved Party for indemnification under this Agreement based upon
or arising out of that claim, action or proceeding.

                  (i)  Right  of  Set-Off.  Notwithstanding  the  foregoing  and
without limiting  Affiliate's other rights and remedies,  pending the resolution
of any claim in  respect  of which  Affiliate  is  entitled  to be  indemnified,
Affiliate may, in the event Programmer has not assumed the defense of all claims
on behalf of Affiliate and any  Affiliate  Indemnitees  as set forth above,  and
following  written  notice to  Programmer,  withhold  License  Fees which  would
otherwise be payable to Programmer under this Agreement in an amount  consistent
with  Affiliate  Indemnitees'  anticipated  reasonable  and actual out of pocket
legal fees and costs associated with Affiliate's  receipt of service of any such
claim.  Without limiting  Affiliate's  other rights and remedies,  Affiliate may
offset and  retain  from such  withheld  monies (i) the amount of legal fees and
costs the Affiliate Indemnitees expend in connection with such claims during the
pendency thereof,  and (ii) the actual amount(s) to settle such claims and/or to
pay any judgments in connection  therewith (subject to the last sentence of this
Section 8(c)(i)).  Affiliate shall provide  Programmer with a written accounting
sufficiently detailed to allow Programmer to ascertain such expenditures.  If no
action or other  proceeding  for  recovery  on such a claim  has been  commenced
within twelve (12) months after its assertion, Affiliate shall not in connection
with that particular claim under this paragraph continue to withhold such monies
(that were not so offset) and shall remit to Programmer all such withheld monies
otherwise due Programmer unless Affiliate believes,  in its reasonable judgment,
that such a proceeding is likely to be instituted notwithstanding the passage of
that time. Under no  circumstances  shall Programmer have the right to settle or
dispose of any claim under this  paragraph  without  Affiliate's  prior  written
consent.

            (d) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT:


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                                                          Confidential Treatment

                  (1) IN NO EVENT  SHALL ANY PARTY BE LIABLE FOR ANY  INCIDENTAL
OR CONSEQUENTIAL DAMAGES,  WHETHER FORESEEABLE OR NOT, OCCASIONED BY ANY FAILURE
TO PERFORM OR THE BREACH OF ANY  OBLIGATION  UNDER THIS  AGREEMENT FOR ANY CAUSE
WHATSOEVER INCLUDING  NEGLIGENCE.  EACH OF THE PARTIES HAVE READ AND UNDERSTANDS
AND  EXPRESSLY  WAIVES AND RELEASES  ANY AND ALL RIGHTS AND  BENEFITS  WHICH THE
RESPECTIVE  PARTIES  MAY HAVE HAD UNDER  SECTION  1542 OF THE CIVIL  CODE OF THE
STATE OF CALIFORNIA  (THE "CIVIL  CODE"),  AND ANY SIMILAR  PRINCIPLES OF LAW OR
EQUITY,  TO THE FULL  EXTENT  THAT  THEY  MAY  HAVE  SUCH  RIGHTS  AND  BENEFITS
PERTAINING TO SUCH DAMAGES THE PARTIES ARE HEREBY  WAIVING.  SECTION 1542 OF THE
CIVIL CODE PROVIDES AS FOLLOWS:

            "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
            NOT KNOW OR SUSPECT  TO EXIST IN HIS FAVOR AT THE TIME OF  EXECUTING
            THE RELEASE, WHICH IS KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
            SETTLEMENT WITH THE DEBTOR."

                  (2) ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT
NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR USE,
ARE EXPRESSLY EXCLUDED AND DISCLAIMED BY AFFILIATE.

                  (3) IN NO EVENT SHALL ANY PROJECTIONS,  FORECASTS, ESTIMATIONS
OF SALES  AND/OR  MARKET  SHARE OR EXPECTED  PROFITS,  OR OTHER  ESTIMATIONS  OR
PROJECTIONS BY AFFILIATE OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR
AFFILIATES,  REGARDING  OR RELATED TO  AFFILIATE'S  DTH  BUSINESS  BE BINDING AS
COMMITMENTS OR, IN ANY WAY, PROMISES BY AFFILIATE.

      9. Notices.  Except as set forth below, all notices  hereunder shall be in
writing  and  delivered  by  hand  or sent by  certified  mail,  return  receipt
requested,  fax, an overnight  delivery  service to the  receiving  party at its
address set forth above or as otherwise designated by written notice.  Notice to
Programmer shall be provided as follows:

If by mail, facsimile     Playboy Entertainment Group, Inc.
or overnight or           2706 Media Center Drive.
personal delivery:        Los Angeles, California 90065
                          Attention:  Senior Vice President,
                          Business and Legal Affairs
                          Fax:  (323) 276-4502

                          Playboy Entertainment Group, Inc.

                                       29
<PAGE>

                                                          Confidential Treatment

                          2706 Media Center Drive.
                          Los Angeles, California 90065
                          Attention:  Executive Vice President,
                          Sales and Affiliate Relations
                          Fax:  (323) 276-4505

With a courtesy copy to:  Playboy Enterprises, Inc.
                          680 N. Lake Shore Drive
                          Chicago, Illinois 60611
                          Attn:  General Counsel
                          Fax:  (312) 266-2042

Notice to Affiliate shall be provided as follows:

If by mail                DIRECTV, Inc.
or facsimile:             P.O. Box 92424
                          Los Angeles, California 90009
                          Attention:  Executive Vice President, Programming
                          Fax:  (310) 535-5416
                          cc:  General Counsel
                          Fax:  (310) 964-4991
                          cc:  Legal & Business Affairs
                          Fax:  (310) 964-4880

If by overnight or        DIRECTV, Inc.
personal delivery:        2230 East Imperial Highway
                          El Segundo, California 90245
                          Attention: Executive Vice President, Programming
                          cc:  General Counsel
                          cc:  Legal & Business Affairs

      Notice given by mail shall be  considered to have been given five (5) days
after the date of mailing,  postage prepaid certified or registered mail. Notice
given by facsimile  machine  shall be  considered to have been given on the date
receipt  thereof is  electronically  acknowledged.  Notice given by an overnight
delivery  service  shall be  considered  to have been given on the next business
day.

      10. Waiver.  The failure of any party to insist upon strict performance of
any  provision  of this  Agreement  shall  not be  construed  as a waiver of any
subsequent breach of the same or similar nature.  Subject to Section 8(d) above,
all rights and remedies  reserved to either party shall be cumulative  and shall
not be in  limitation  of any other right or remedy which such party may have at
law or in equity.

      11. Binding  Agreement;  Assignment.  This Agreement shall be binding upon
the parties hereto and their respective  successors and assigns,  except that it
may not be assigned


                                       30
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                                                          Confidential Treatment

by transfer, by operation of law or otherwise, without the prior written consent
of  the  non-transferring  party,  which  shall  not be  unreasonably  withheld;
provided,  however,  that (i)  Affiliate  may assign its rights and  obligations
under  this  Agreement,  in  whole  or in part  (including  without  limitation,
Affiliate's  right to  distribute  the  Service)  (A) to a  successor  entity to
Affiliate's  DTH  business;  (B) to a third party as part of  preparing to go or
going public;  or (C) to a third party,  provided  Affiliate  remains  primarily
liable for the performance of such third party's obligations  hereunder and (ii)
Programmer may assign its rights and obligations under this Agreement,  in whole
or in part,  (A) to a  successor  entity  to  Programmer's  business;  provided,
however,  that such assignment  shall be subject to the limitations  relating to
Change in Control set forth in Section 6(c)(v) hereof);  or (B) to a third party
as  part  of  preparing  to go or  going  public,  so  long  as the  controlling
stockholder(s)  of Programmer and substantially all of the members of management
of the Programmer  remain the same following the initial public offering and for
the duration of the Term.

      12. Laws of California; Consent to California Jurisdiction. This Agreement
shall be governed by and construed in  accordance  with the laws of the State of
California  applicable to contracts made and fully performed therein,  except to
the extent that the parties'  respective  rights and  obligations are subject to
mandatory local, State and Federal laws or regulations.  All actions relating to
this  Agreement  shall be brought,  and the parties  hereto consent to exclusive
jurisdiction (in personam and in rem) and venue for all actions relating to this
Agreement,  in the courts located in Los Angeles County,  California;  provided,
however,  that any  judgments  or court  orders  obtained may be enforced in any
other  jurisdiction.  Programmer  represents  that CT Corporation  System is its
authorized agent for service of process in Los Angeles, California.

      13. Entire Agreement and Section  Headings.  This Agreement sets forth the
entire agreement and understanding of the parties relating to the subject matter
hereof,  and supersedes all prior  agreements,  arrangements,  or understandings
relating  to the subject  matter  hereof  (whether  written,  oral or  implied),
including,  without limitation, the Current Playboy Agreement and any amendments
thereto. This Agreement shall not be modified other than in a writing, signed by
each of the parties hereto.  The section headings hereof are for the convenience
of the parties only and shall not be given any legal effect or otherwise  affect
the interpretation of this Agreement.

      14. Severability.  The parties agree that each provision of this Agreement
shall be construed as separable  and  divisible  from every other  provision and
that the enforceability of any one provision shall not limit the enforceability,
in whole or in part, of any other provision hereof. In the event that a court of
competent jurisdiction determines that a restriction contained in this Agreement
shall  be  unenforceable  because  of the  extent  of  time or  geography,  such
restriction  shall be deemed  amended to conform to such  extent of time  and/or
geography as such court shall deem reasonable.


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<PAGE>

                                                          Confidential Treatment

      15. Confidentiality.

            (a) Generally.  The parties agree that they and their employees have
maintained  and will maintain,  in confidence,  the terms and provisions of this
Agreement,  as well as all data, summaries,  reports,  proprietary  information,
trade secrets and information of all kinds, whether oral or written, acquired or
devised or developed in any manner from the other party's  personnel or files or
any  proprietary  or subscriber  information  provided by one party to the other
party  (the  "Confidential  Information"),  and that  they have not and will not
reveal the same to any persons not employed by the other party  except:  (i) (A)
at the written  direction of such party;  (B) to the extent  necessary to comply
with the law or the valid order of a court of competent  jurisdiction,  in which
event the  disclosing  party  shall so notify  the other  party as  promptly  as
practicable  (and, if possible,  prior to making any  disclosure) and shall seek
confidential   treatment  of  such  information,   or  in  connection  with  any
arbitration proceeding;  (C) as part of its normal reporting or review procedure
to its parent company, its financial advisors,  auditors and its attorneys,  and
such parent  company,  financial  advisors,  auditors and attorneys  agree to be
bound by the provisions of this Section 15; (D) to independent contractors hired
by  either  party in the  ordinary  course  of  business,  bona  fide  potential
investors, insurers and financing entities; provided, however, that such persons
described  above agree to be bound by the  provisions of this Section 15; or (E)
in order to enforce any of its rights pursuant to this Agreement;  however, that
such person described above agrees to be bound by the provisions of this Section
15; or (ii)(A)  at the time of  disclosure  to the  recipient  the  Confidential
Information  is in the public domain;  or (B) after  disclosure to the recipient
the  Confidential  Information  becomes  part of the  public  domain by  written
publication  through no fault of the recipient.  During the Term,  neither party
shall issue an independent press release, or discuss with a member of the press,
this Agreement or the transactions contemplated hereby without the prior written
consent of the other party.

            (b) Programmer's Further Obligations. Notwithstanding Section 15(a),
Programmer  specifically  acknowledges  and agrees that any lists of Affiliate's
customers or users, and all information  related to such customers and users, is
confidential and proprietary information of Affiliate and cannot be disclosed by
Programmer or used by Programmer for any purpose or use  whatsoever,  other than
for its review at  Affiliate's  offices  as part of  Programmer's  audit  rights
hereunder to determine if Programmer has been paid the License Fees due to it by
Affiliate.  Also notwithstanding  Section 15(a), Programmer further acknowledges
and agrees that under no circumstances will it in any way: disclose  information
(whether   personally   identifiable  or  not)  to  any  third  party  regarding
Affiliate's  customers  or users or engage in any direct  mailing  or  telephone
solicitation  which  Affiliate's  customers  or  users  do  not  previously  and
expressly  approve  (whether  orally or in writing) or previously  and expressly
request  (whether orally or in writing),  or which Affiliate does not previously
and expressly approve in writing in Affiliate's sole discretion.

      16. Injunctive Relief.  Notwithstanding  anything in this Agreement to the
contrary,  Programmer  and  Affiliate  each  shall  have  the  right  to  obtain
injunctive  relief,  if  necessary,  in order to  prevent  the other  party from
willfully breaching its obligations under this Agreement.


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                                                          Confidential Treatment

      17.  Cessation  of  Program  Distribution.  If  Affiliate  in  good  faith
reasonably believes that Affiliate's  provision of any of the programming on the
Service  either  violates  any  material  Law or  could  be  found by a court or
administrative  agency  to  violate  any  material  Law (a  "Law  Violation"  or
"Potential Law Violation") or reasonably believes in good faith at any time that
any of the programming on the Service is adversely affecting the corporate image
that  Affiliate  desires to  maintain  at such time (an "Image  Problem")  then,
notwithstanding  anything to the  contrary in this  Agreement,  (a)  immediately
following  written  notice  to  Programmer  in the  case of a Law  Violation  or
Potential  Law  Violation,  or (b) no sooner  than  thirty  (30) days  following
written  notice to  Programmer  in the case of an Image  Problem  and only after
consultation with Programmer and providing Programmer the opportunity to propose
a plan to resolve  the Image  Problem (if  Affiliate  elects to  terminate  this
Agreement  as  provided in this  Section  17):;  Affiliate  may  terminate  this
Agreement,  or Affiliate may cease distributing the offending programming or the
Service (in any portion of the Territory,  or the entire Territory, as Affiliate
shall  determine  in its  sole  discretion  based  on  the  genesis  of the  Law
Violation;  Potential Law Violation or Image Problem) until Affiliate determines
in Affiliate's  sole  discretion that there will be no Image Problem because the
Service  programming at that  subsequent  time is consistent  with the corporate
image that Affiliate then desires to maintain or Affiliate reasonably determines
that a Law  Violation  or  Potential  Law  Violation  will not again  occur.  If
Affiliate,  pursuant to this Section 17 and due to an Image Problem,  desires to
cease  distributing the Service,  Affiliate shall provide Programmer with notice
thereof  setting forth in reasonable  detail the nature of Affiliate's  concerns
and provide Programmer with the opportunity to propose changes in the Service to
address  Affiliate's  concerns.  Consistent  with  the  foregoing,  the  parties
understand  and  acknowledge  that  (i)  due  to  the  explicit  nature  of  the
programming on the Channel 596 Service and the Channel 597 Service  (i.e.,  more
explicit than the "Hot Version"),  as of the date hereof,  Affiliate  blacks out
such channels in the following states:  Alabama,  Mississippi,  Oklahoma,  Utah,
North  Carolina,   Tennessee,   and  in  Hamilton  County,  Ohio,  because  such
programming may constitute a Law Violation therein; and (ii) Affiliate expressly
reserves  the right at any time  during  the Term to further  blackout  any such
programming constituting a Law Violation.

      18. Survival of Representations  and Warranties.  All  representations and
warranties  contained  herein  or made by the  parties,  and  each of  them,  in
connection  herewith shall survive any independent  investigation made by either
party.

      19. Counterparts.  This Agreement may be executed in several counterparts,
each of which shall be deemed an  original  and all such  counterparts  together
shall  constitute but one and the same  instrument.  The parties also agree that
this Agreement shall be binding


                                       33
<PAGE>

                                                          Confidential Treatment

upon the faxing by each party of a signed  signature  page  thereof to the other
party.  If such a faxing  occurs,  the  parties  agree  that they will each also
immediately post, by Federal Express,  a fully executed original  counterpart of
the Agreement to the other party.

      IN WITNESS WHEREOF,  the undersigned parties have caused this Agreement to
be  executed  by their duly  authorized  representatives  as of the day and year
first above written.

DIRECTV, INC.


By: Tony Berlin
  ------------------------------------
     Toby Berlin
     Vice President, Programming Acquisitions


PLAYBOY ENTERTAINMENT GROUP, INC.


By: Robert Meyers
 --------------------------------------

SPICE HOT ENTERTAINMENT, INC.


By: Robert Meyers
 ---------------------------------------

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<PAGE>

                                                          Confidential Treatment

                                    EXHIBIT A

                   DESCRIPTIONS AND LIMITATIONS OF THE SERVICE

From and after the Effective  Date and at all times during the Term, the Service
(including Playboy TV En Espanol, if applicable) shall be provided by Programmer
to Affiliate on a full-time turnaround basis (i.e., 24 hours per day, seven days
a week)

The  programming  content  of  the  Service  shall  comply  with  the  following
limitations and restrictions:

(i)  With  respect  to the  services  making  up the  Service,  the  programming
contained  therein shall (subject to specific channel  descriptions set forth in
this Agreement):

      (A) Consist of uninterrupted  movies and shows of the adult genre (subject
to the  description  and  limitations  set forth in Exhibit  A),  together  with
interstitials,  public service announcements,  behind the scenes spots and spots
promoting  upcoming  programming  on the Service;  provided that any such spots,
permitted  commercial  announcements  and/or  interstitial  programming shall be
first class broadcast  quality for the adult  television  industry and shall not
promote a  competitive  multi-channel  video  distribution  service or denigrate
direct  satellite  distribution.  The Service shall not contain any  advertising
except that during the "breaks" between movies and/or shows (and with respect to
the VOD  Services,  before  and/or after the  program),  the Service may contain
spots  promoting  Programmer's  audiotext  (i.e.,  "900" number)  offerings (the
"Audiotext  Spots")  as  follows:  (x) if the break is less than or equal to ten
(10) minutes in length,  Audiotext  Spots not  exceeding  two (2) minutes in the
aggregate  during  such  break;  and (y) if the break is  greater  than ten (10)
minutes  in  length,  Audiotext  Spots not  exceeding  three (3)  minutes in the
aggregate during such break; provided that, in either case, Programmer shall not
interrupt  any movies or shows to air the  Audiotext  Spots.  The quality of all
interstitial,  promos,  station I.D.s,  public service  announcements,  or other
permitted  insertions shall be of a production  quality equal to, if not greater
than,  those  airing on each of the  Services as of the date of this  Agreement.
Notwithstanding the foregoing,  Programmer shall have the right to include third
party  advertising on each of the Services up to a total of four minutes in each
90-minute block of programming;  provided that, if Programmer  elects to include
such  advertising,  Affiliate  shall have the right to cover two minutes of such
four minute total (or a proportionate amount (i.e., half of the total inventory)
if Programmer  inserts less than four advertising  minutes) via the insertion of
its own  commercial  or  other  announcements  (including,  without  limitation,
promotions for any or all adult programming services distributed by DIRECTV). In
the event  Programmer  elects to include  advertising  in a Service,  Programmer
shall properly "tone switch", using industry recognized equipment, via inaudible
signals, all Avails to enable Affiliate to insert its commercial  announcements.
Notwithstanding  the  foregoing,  under no  circumstances  shall the  Service be
permitted  to include,  directly or  indirectly,  advertisements  promoting  any
competitor  of  Affiliate  (e.g.,  any  satellite  television  provider;   cable
operator;  telco provider such as Verizon, Bell South or AT&T in connection with
such other provider's


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                                                          Confidential Treatment

multi-channel  video  distribution  business;  or any other distributor of video
content,  including via cellular phone, World Wide Web, Internet and/or wireless
technology);  provided that the content of the Service may contain references to
Programmer's  owned or operated  websites,  and other  incidental  references to
where a viewer can receive additional  information or content with respect to an
individual  appearing  in the  program or a topic  covered in the  program;  and
provided  further than any such  incidental  reference  shall not be provided in
exchange for consideration.

      (B) Only  contain  programming  that is of a  production  quality at least
comparable  to, if not better than, the  production  quality of each  applicable
programming service contained in the Service as of August 15, 2006.

      (C) Not include any  violence,  any activity that equates  sexuality  with
violent behavior, any scenes of non-consenting sexual activity,  incest, sadism,
sadomasochism or forced bondage, as presented in the programming and promotional
materials of the Service during the Term.

      (D) Not include any scenes of  bestiality,  any scenes of sexual  activity
with  children   (including   "play-acting"),   or  any  acts   depicting   male
homosexuality, unless approved by Affiliate in advance.

      (E)  Include  differentiated  programming  among the  various  programming
services  making up the Service so that each  programming  service is a distinct
and independent  service and are not a monthly multiplex or timeshifted  version
of any other service.

      (F)  Shall  adhere  to  the   industry's   standards  and  practices  (the
"Industry's  Standards and  Practices")  for adult  programming  distributed via
television  services,  and shall comply with the below  described  standards and
practices (the  "Standards and  Practices")  that shall control if they conflict
with the  Industry's  Standards  and  Practices.  Any act or  portrayal  that is
prohibited  to be  presented  on the  Service  as  provided  below or which  the
Industry's  Standards  and  Practices  prohibit to be presented  in  audiovisual
material, is hereinafter referred to as a "Prohibited Act."

(ii) All programming services may:

      (A) Include nudity and sexual  situations as a matter of course;  however,
there shall be no depiction of any sexual acts prohibited by this Exhibit A.

      (B) Include  explicit  and graphic  language;  provided  however  that the
Service and  promotional  materials of the Service shall not include  during the
Term descriptive dialogue that is more sexist, racist,  violent,  threatening or
patently  offensive than such language that has been presented on the Service as
of August 15, 2006.


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                                                          Confidential Treatment

(iii) The Movie  Channel 1 and Movie Channel 2 Service  shall  individually  and
collectively be referred to as the "Movie  Service(s)." The Movie Services shall
comply with the following:

      (A) Movies on the Movie  Services  shall be  scheduled  to start  every 90
minutes,  and on a staggered basis,  with attention given to creating  appealing
double feature, three-hour blocks.

      (B) The movies  broadcast on the Movie Services shall generally range from
70 to 85 minutes in length.

      (C) Programmer shall not simultaneously broadcast duplicate programming on
the services  consisting of the Movie Service at any time, nor shall it, without
prior written approval from Affiliate, broadcast a movie on any Movie Service in
a month in which the same  movie has aired on another  Movies  Service or in the
month prior to or subsequent to said month.

(iii)  Subject to specific  channel  descriptions  set forth in this  Agreement,
Programmer  may  determine the content of its  programming  services in its sole
discretion,  including the substitution or withdrawal of scheduled programs, and
of commercial, promotional or other announcements, consistent with the terms and
conditions of this Agreement.

(v) Programming Service Specific Restrictions.

      (A)  Playboy  TV.  Playboy  TV shall be  edited  to the  "Cable  Version."
Notwithstanding  the  foregoing,  Playboy  TV also  may  include  the  following
content, but in no event shall such content be more explicit than the "Hot Cable
Version":  (a) one (1)  Director's  Cut  movie  per day,  seven  days per  week.
Programmer may premiere at least two (2) Director's Cut titles per week and each
title shall be  approximately  ninety (90) minutes in length  (provided that the
premiere of the  Director's  Cut movies  shall be repeated  to  accommodate  the
Pacific-time  zone and that  Director's  Cut  features  shall be of a production
quality and content,  at least comparable to, if not better than, the Director's
Cut movies that are currently  provided by Playboy to Affiliate);  and (b) three
(3) original alternative Programmer produced and/or licensed television programs
(each an "Original Program"); with no more than five (5) of these programs being
scheduled  in any  twenty  four  (24) hour  period.  Programmer  represents  and
warrants that the foregoing  describes the amount of "Hot Cable Version" content
included on Playboy TV as of the date hereof (i.e., two (2) Director's Cut title
exhibitions and five (5) Original  Program  exhibitions  during each twenty four
(24) hour period).  Programmer shall be required to obtain  Affiliate's  consent
prior to including on Playboy TV any  programming  more explicit than the "Cable
Version"   other   than  as  set  forth  in   subclauses   (a)  and  (b)  above.
Notwithstanding  the  foregoing,  Programmer may include in Playboy TV regularly
scheduled  programming  (i.e.,  excluding  interstitials)  edited  in the  Cable
Version but which contains  content (such as a brief segment,  excerpt or clips)
in the Hot Cable  Version  not to exceed 2  minutes  in any half hour  period of
time.  Programmer  shall not air on Playboy  TV more than sixty (60)  minutes of
Phone  Sex  Programming  (as


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defined  below) within any contiguous  six-hour  scheduling  period.  "Phone Sex
Programming"  means any  program  intended to sexually  arouse  viewers  through
one-on-one  interaction between on-air talent and an individual viewer utilizing
telecommunication technologies (e.g., telephone, web cam, wireless device, etc.)
and masturbation by the on-air talent;  provided that such Phone Sex Programming
shall be no more explicit than the "Cable Version".

      (B) Movie Channel 1. Movie Channel 1 shall be in the "Hotter  Version," as
set forth in the  Programming  Standards on Exhibit A. Movie Channel 1 showcases
adult stars,  AVN award winning or nominated  features,  and  top-quality  Adult
movies.  Movie  Channel  1  includes  a  sufficient  number  of  unique  movies,
premieres,  and/or  program  events  within any  broadcast  month such that,  in
Programmer's   judgment,  the  programming  maximizes  Subscriber  purchases  of
programming  on the  channel.  Programmer  may include  alternative  (non-movie)
program  events such as live and/or  interactive  programs that further  enhance
Movie Channel 1 for up to three (3) hours per day. Movie Channel 1 shall consist
of a minimum  of fifty (50)  unique  movies  and/or  program  events  within any
broadcast  month. No movie or program event shall be repeated on Movie Channel 1
for a period of three (3) months after its initial month run on Movie Channel 1.
Programmer will use reasonable efforts to program Movie Channel 1 with movies or
program  events that offer the  greatest  appeal when  conformed  to the "Hotter
Version" standard, differentiating them from the movies offered on Movie Channel
2. From time to time  Programmer  may  schedule  special  program  events  (i.e.
"themed stunts") to enhance Movie Channel 1 that forgo the above, provided prior
approval is granted from Affiliate.

      (C) Movie Channel 2. Movie Channel 2 shall be in the "Hotter  Version," as
set forth in the  Programming  Standards on Exhibit A. Movie Channel 2 showcases
`caught on tape' themed content,  MILFS,  fetish  lifestyle,  ethnic,  and `alt'
programming.  Programmer may include alternative (non-movie) program events such
as live and/or interactive  programs that further enhance Movie Channel 2 for up
to three (3) hours per day.  Movie Channel 2 shall consist of a minimum of fifty
(50) unique movies and/or program events within any broadcast month. No movie or
program  event shall be  repeated  on Movie  Channel 2 for a period of three (3)
months  after its  initial  month run on Movie  Channel 2.  Programmer  will use
reasonable efforts to program Movie Channel 2 with movies or program events that
offer the  greatest  appeal when  conformed  to the "Hotter  Version"  standard,
differentiating  them from the movies  offered on Movie  Channel 1. From time to
time Programmer may schedule  special program events (i.e.  "themed  stunts") to
enhance Movie Channel 2 that forgo the above, provided prior approval is granted
from Affiliate.

      (D) Playboy TV en Espanol Service. The Playboy TV en Espanol Service shall
be a Spanish language (dubbed and/or subtitled) 24-hour  programming  service in
the "Hot  Version," as set forth in the  Programming  Schedule on Exhibit A. Its
programming is configured in a daily eight (8) hour block with three (3) repeats
or runs, consisting primarily of Playboy-branded adult movies, series,  specials
and a variety of programs.  The programming  service  consists of  approximately
thirty (30) different movies,  series and/or programs per month, of which 15 are
premier movies.  Premiers are exhibited 4 times during


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the month as follows:  the premier during Fridays,  Saturdays and Sundays, and 3
repeats on weekdays".  Affiliate  acknowledges  that Programmer does not program
the Playboy TV en Espanol  service.  As such,  Programmer  shall give  Affiliate
prompt  notice of any changes to the above  description  of which  Programmer is
informed,  and in the event of a material  deviation from the description above,
Affiliate  shall have the right to discontinue the Playboy TV en Espanol service
with ten (10) days written  notice,  but such  deviation  shall not constitute a
material breach under the agreement entitling Affiliate to other remedies.

      (E) The live and/or interactive programs described in sub-paragraphs B and
C above will be hosted by live talent,  with the programming  switching  between
mini-shows  and previews,  and in no event shall include  "phone sex" or similar
call-in shows (excluding only the program currently known as "Night Calls"). The
hostess  might take us to the 'Peep Show' to watch some hot  action,  or to 'The
Audition  Room' for new  talent  guaranteed  to please.  Viewers  can call in or
interact online to vote, comment, or help decide which feed to switch to next. A
description of each of these offerings is as follows:

TITLE         DESCRIPTION

Peep Show     Set  in  a  sexy  peep  show  booth  with  velvet  lined  walls  &
              surveillance  cameras.  Singles or horny couples are all caught on
              tape and we'll  always be watching  through  our live  feed...even
              when they think we aren't.

The Audition
Room          These  auditions  are down and  dirty,  and the viewer can vote or
              call in to rate the hottest and newest talent.

Movie
Previews      Preview the nastiest and most anticipated  movies,  and watch your
              favorite clips in this quick hit format.

Behind The
Scenes        Get a VIP pass  onto the sets of  Adult's  biggest  shoots.  We go
              behind the scenes to watch what  really  goes on when the  cameras
              are off, and we speak to the biggest sex stars.


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EXHIBIT A (continued)

                                  PROGRAMMING STANDARDS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
                                        CABLE            HOT           HOTTER            VIDEO
                                       VERSION          CABLE          VERSION           STORE
                                                       VERSION                          VERSION
------------------------------------------------------------------------------------------------
<S>                                    <C>             <C>             <C>              <C>
Condoms                                   *               *               *                *
------------------------------------------------------------------------------------------------
Explicit language                         *               *               *                *
------------------------------------------------------------------------------------------------
Female masturbation/external              *               *               *                *
------------------------------------------------------------------------------------------------
Girl/girl sex                             *               *               *                *
------------------------------------------------------------------------------------------------
Medium shot penis/flaccid                 *               *               *                *
------------------------------------------------------------------------------------------------
Medium shot vagina                        *               *               *                *
------------------------------------------------------------------------------------------------
Oral sex/cunnilingus                      *               *               *                *
------------------------------------------------------------------------------------------------
Wide shot penis/flaccid                   *               *               *                *
------------------------------------------------------------------------------------------------
Wide shot vagina                          *               *               *                *
------------------------------------------------------------------------------------------------
Close-up penis/erect                                      *               *                *
------------------------------------------------------------------------------------------------
Close-up penis/flaccid                                    *               *                *
------------------------------------------------------------------------------------------------
Close-up vagina                                           *               *                *
------------------------------------------------------------------------------------------------
Female masturbation with                                  *               *                *
penetration (fingers, objects)
------------------------------------------------------------------------------------------------
Male masturbation (no ejaculation)                        *               *                *
------------------------------------------------------------------------------------------------
Medium shot penis/erect                                   *               *                *
------------------------------------------------------------------------------------------------
Oral sex/fellatio                                         *               *                *
------------------------------------------------------------------------------------------------
Vaginal penetration/objects                               *               *                *
------------------------------------------------------------------------------------------------
Vaginal penetration/penis                                 *               *                *
------------------------------------------------------------------------------------------------
Vaginal penetration/tongue                                *               *                *
------------------------------------------------------------------------------------------------
Wide shot penis/erect                                     *               *                *
------------------------------------------------------------------------------------------------
Ejaculation                                                               *                *
------------------------------------------------------------------------------------------------
Anal penetration/objects                                                                   *
------------------------------------------------------------------------------------------------
Anal penetration /penis                                                                    *
------------------------------------------------------------------------------------------------
Anal penetration/tongue                                                                    *
------------------------------------------------------------------------------------------------
</TABLE>

An * indicates that the described activity appears in the particular version.


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                                    EXHIBIT B

          PROGRAMMER'S CABLE RATE CARD FOR NON-HOTEL/MOTEL DISTRIBUTION

                          Affiliate's Share of            Programmer's Share of
                             Gross Receipts                  Gross Receipts

Playboy TV                         75%                             25%

Movie Channel 1                    91%                             9%

Movie Channel 2                    91%                             9%

A. Cascade Payments: In each month that Affiliate offers a Cascade including the
Services,  or any combination of such Services,  together with other third party
adult programming services,  Affiliate shall determine the corresponding License
Fee payable to Programmer by use of the following formula(s):

      S =   (A/B) x P x .09 where:

      S =   All License Fees payable to the Programmer in connection  with the
            inclusion of the Movie Services, or either of them, in the Cascade

      A=    the total number of Programmer's Movie Services in the Cascade

      B =   the total number of all programming services offered in the Cascade

      P =   Cascade Gross Receipts

      .09 = Programmer's  share  of  allocable  Gross  Receipts  for  the  Movie
            Service(s) (i.e., 9%)

and/or

      S =   (1/B) x P x .25 where:

      S =   All License Fees payable to the Programmer in connection  with the
            inclusion  of the Channel 595 Service  (currently  known as "Playboy
            TV") in the Cascade

      1 =   Playboy TV

      B =   the total number of all programming services offered in the Cascade

      P =   Cascade Gross Receipts

      .25 = Programmer's share of allocable Gross Receipts for Playboy TV (i.e.,
            25%)

B. Launch Support.  As an incentive to launch the new movie channels  offered by
Programmer at the editing levels described below, Programmer will ensure certain
levels of revenue to  Affiliate  in  connection  with Movie  Channel 1 and Movie
Channel 2 as described


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                                                          Confidential Treatment

below  (the  "Launch  Support").  The Launch  Support  mutually  agreed  between
Programmer  and Affiliate is based on historical  revenues for other  Programmer
networks carried by Affiliate with a projection of reasonable growth. The amount
of any Launch  Support that may be payable by Programmer  to Affiliate  will not
exceed the revenues paid by Affiliate to Programmer in any  applicable  year for
the Movie  Channel 1 and Movie  Channel 2 in such year.  All  revenue  earned by
Programmer  in  connection  with Movie Channel 1 and Movie Channel 2, as well as
any amounts attributable to VOD supplied by Programmer, shall be applied against
the Launch  Support.  As a condition of receiving  the Launch  Support for Movie
Channel 1 and Movie Channel 2, Affiliate agrees to distribute the Service in the
following manner (the "Launch Support Requirements"):

      (i)   Notwithstanding   any  other  terms  set  forth  in  the  Agreement,
            Programmer  may program  Movie  Channel 1 and Movie Channel 2 to the
            hottest  standards   permitted  for  any  service  distributed  over
            Affiliate's DTH Distribution System;

      (ii)  The Movie Services will be included in the Cascade (or any bundle of
            adult PPV services offered by Affiliate) unless one of such Services
            is terminated by Affiliate pursuant to Affiliate's rights under this
            Exhibit B;

      (iii) Affiliate  will make Playboy TV, Movie Channel 1 and Movie Channel 2
            available  for  purchase  to  all  residential  DIRECTV  Subscribers
            receiving  content from Affiliate's DTH Distribution  System (except
            with respect to DIRECTV Subscribers who have elected not to have the
            option of  purchasing  adult  programming  and/or have been excluded
            from the purchase of  transactional  programming  and those  DIRECTV
            Subscribers   residing  in   geographical   areas  where   Affiliate
            systematically  blacks out  programming  services in the "Hotter" or
            "Video  Store"  versions)  unless  one of  such  Movie  Services  is
            terminated by Affiliate  pursuant to  Affiliate's  rights under this
            Exhibit B;

      (iv)  Affiliate  may  determine in its  reasonable  discretion  the retail
            prices of the Services and/or the Cascade;  provided,  however, that
            any change in such retail  prices shall be  commercially  reasonably
            designed  to maximize  Gross  Receipts  of the  Services  and/or the
            Cascade;

      (v)   All adult linear services will be offered on contiguous channels;

      (vi)  Affiliate  will not engage in any sale of assets that would have the
            effect of  materially  reducing  the number of  DIRECTV  Subscribers
            during the Term; and

      (vii) The  Service  will  be  treated  no  less  favorably  in  marketing,
            advertising and promotional  activities than any other adult service
            offered to DIRECTV Subscribers by Affiliate; provided that Affiliate
            shall  be  deemed  to have  complied  with  this  requirement  if it
            implements substantially similar activities on behalf of the Service
            as on behalf of such other adult service(s).

      1.  First Year  Launch  Support.  If  Affiliate  meets the Launch  Support
Requirements  during the period from November 16, 2006 through November 15, 2007
(the "First Contract  Year"),  the Programmer  shall provide  Affiliate with the
following  Launch Support with


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respect to the Movie Services during such First Contract Year: if, at the end of
the First  Contract  Year,  Affiliate's  share of Gross  Receipts  for the Movie
Services as well as any amounts  attributable  to VOD supplied by  Programmer is
below $5.069 per DIRECTV Subscriber (the number of such DIRECTV  Subscribers for
the purpose of Launch Support is deemed to be 14,197,000, which is the number of
Subscribers  reported to Programmer as of February  2006),  then Programmer will
pay Affiliate  within sixty (60) days of the first  anniversary of the Effective
Date the  amount  necessary  to bring the per  DIRECTV  Subscriber  amount up to
$5.069 for the First  Contract Year (the "First Year Launch  Support  Payment");
provided that in no event shall the First Year Launch Support Payment be greater
than  the  License  Fees  paid to  Programmer  for the  First  Contract  Year by
Affiliate for distribution of the Movie Services pursuant to Section 2(b) of the
Agreement (the "First Year Launch Support").  Notwithstanding the foregoing, (i)
in the event that during any portion of the First  Contract Year  Affiliate,  in
its sole  discretion,  makes  available  to DIRECTV  Subscribers  one less adult
service (i.e., a linear  programming  service  comprised of all or substantially
all adult content) in the "Cable Version", "Hot Cable Version", "Hotter Version"
and/or "Video Store Version"  Programming  Standards (an "Adult Service") (i.e.,
one less  Adult  Service  than the  number of such  services  offered  as of the
Effective Date), the First Year Launch Support Payment for such periods shall be
increased  to $6.339 per DIRECTV  Subscriber;  (ii) in the event that during any
portion of the First  Contract Year  Affiliate,  in its sole  discretion,  makes
available to DIRECTV Subscribers one additional Adult Service (beyond the number
of such  services  offered as of the  Effective  Date),  the First  Year  Launch
Support  Payment  for such  periods  shall be  reduced  to  $4.226  per  DIRECTV
Subscriber; and (iii) in the event that during any portion of the First Contract
Year Affiliate,  in its sole discretion,  makes available to DIRECTV Subscribers
two additional  Adult Services (beyond the number of such services offered as of
the  Effective  Date),  the First Year Launch  Support  Payment for such periods
shall be reduced to $3.526 per  DIRECTV  Subscriber  (any such  amount  being an
"Adjusted First Year Launch Support Payment").  Subject to the foregoing, if the
First Year Launch Support  Payment  obligation and an Adjusted First Year Launch
Support Payment  obligation are in effect during  separate  periods of the First
Contract Year, the yearly Launch Support shall be proportionately  pro-rated for
all periods during which each respective  Launch Support level applies.  For the
avoidance of doubt,  a change in conditions  resulting in the  application of an
Adjusted  First Year Launch  Support  Payment shall not be deemed a violation of
the Launch  Support  Requirements.  The parties  acknowledge  and agree that the
total number of Adult Services  offered by Affiliate as of the Effective date is
six (6) (inclusive of Movie Channel 1, Movie Channel 2 and Playboy TV).

      2. Second Year  Launch  Support.  If  Affiliate  meets the Launch  Support
Requirements  during the period from  November  16, 2007  through the end of the
Term (the "Second  Contract Year") and the Agreement is not terminated by either
party, the Programmer shall provide  Affiliate with the following Launch Support
with respect to the Movie  Services for the second year of the Term:  if, at the
end of the second year of the Term,  Affiliate's share of Gross Receipts for the
Movie Services as well as any amounts attributable to VOD supplied by Programmer
is below $5.63 per DIRECTV  Subscriber  (the number of such DIRECTV  Subscribers
for the purpose of established Launch Support is deemed to be 14,197,000,  which
is the number of Subscribers  reported to Programmer as of


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February 2006), then Programmer will pay Affiliate within sixty (60) days of the
second  anniversary of the Effective Date the amount  necessary to bring the per
DIRECTV  Subscriber  amount  up to $5.63  for the  second  year of the Term (the
"Second  Year  Launch  Support  Payment");  provided  that in no event shall the
Second  Year Launch  Support  Payment be greater  than the License  Fees paid to
Programmer for the second year of the Term by Affiliate for  distribution of the
Movie  Services  pursuant to Section  2(b) of the  Agreement  (the  "Second Year
Launch Support").  Notwithstanding  the foregoing,  (i) in the event that during
any portion of the Second Contract Year Affiliate, in its sole discretion, makes
available to DIRECTV  Subscribers  one less Adult Service (i.e.,  one less Adult
Service than the number of such services  offered as of the Effective Date), the
Second Year Launch Support Payment for such periods shall be increased to $7.044
per DIRECTV Subscriber;  (ii) in the event that during any portion of the Second
Contract Year  Affiliate,  in its sole  discretion,  makes  available to DIRECTV
Subscribers  one  additional  Adult Service  (beyond the number of such services
offered as of the Effective  Date),  the Second Year Launch Support  Payment for
such periods shall be reduced to $4.93 per DIRECTV Subscriber;  and (iii) in the
event that during any portion of the Second Contract Year Affiliate, in its sole
discretion, makes available to DIRECTV Subscribers two additional Adult Services
(beyond  the number of such  services  offered as of the  Effective  Date),  the
Second Year Launch  Support  Payment for such periods  shall be reduced to $4.22
per DIRECTV  Subscriber  (any such amount being an "Adjusted  Second Year Launch
Support Payment").  Subject to the foregoing,  if the Second Year Launch Support
Payment obligation and an Adjusted Second Year Launch Support Payment obligation
are in effect during  separate  periods of the Second  Contract Year, the yearly
Launch Support shall be  proportionately  pro-rated for all periods during which
each  respective  Launch  Support level  applies.  For the avoidance of doubt, a
change in conditions  resulting in the  application  of an Adjusted  Second Year
Launch  Support  Payment  shall not be deemed a violation of the Launch  Support
Requirements.

Subject to the foregoing,  in the event that the Launch Support Requirements are
met for only a  portion  of the  First or  Second  Contract  Year,  Programmer's
respective  Launch Support  obligations  for either such period shall apply on a
pro rata basis to those  portions of such years during which the Launch  Support
Requirements have been met.

The Launch  Support  Requirements  are only  applicable to the First Year Launch
Support and the Second Year Launch  Support,  and a failure of Affiliate to meet
such  requirements  shall only invalidate the revenue  assurance for the year in
which such failure  takes place,  and shall not otherwise be treated as a breach
of the Agreement.  In the event that Affiliate's  actual share of Gross Receipts
in  connection  with the Services for the First  Contract  Year is less than the
First Year Launch  Support  amount by greater than  $500,000,  either party will
have the right to terminate  this  Agreement  with respect to the Movie Services
upon thirty (30) days  written  notice to the other party.  In addition,  in the
event that  Affiliate's  share of revenues  from a la carte PPV Offerings of the
Movie Services (or either of such  Services)  during any two month period of the
Term after  November  16,  2006 is ten  percent  (10%) less than the  applicable
Launch Support as prorated on an annual basis, either party shall have the right
to terminate this Agreement  with respect to the  underperforming  Movie Service
(or, alternatively,  both Movie Services if both are underperforming) upon prior
notice  (thirty  (30)


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days  written  notice  to  Programmer  in the  event  that  Affiliate  elects to
terminate  and ninety (90) days  written  notice to  Affiliate in the event that
Programmer  elects to  terminate).  In the event  that  either  party  elects to
terminate  pursuant to the above,  Programmer  agrees to continue  providing the
relevant  Service  until  the end of the  applicable  notice  period on the same
rates,  terms  and  conditions  as set  forth  herein  to  permit  Affiliate  to
transition to an alternative  provider of programming.  In the event that either
party exercises the foregoing  termination  right with respect to one or both of
the Movie  Services,  Affiliate  shall  nevertheless  be  entitled  to the above
described  Launch Support for such Movie  Service(s) and for the remaining Movie
Service (if applicable) on a pro-rata basis.


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                                    EXHIBIT C

                    MONTHLY PROGRAM SCHEDULES FOR THE SERVICE

                                 (see attached)


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                                    EXHIBIT D

               PROGRAMMER'S RATE CARD FOR HOTEL/MOTEL DISTRIBUTION


                           Affiliate's Share of           Programmer's Share of
                              Gross Receipts                 Gross Receipts

Playboy TV                          75%                            25%

Movie Channel 1                     91%                            9%

Movie Channel 2                     91%                            9%


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                                    EXHIBIT E

         PROGRAMMERS RATE CARD FOR PLAYBOY TV EN ESPANOL (IF APPLICABLE)

                                Affiliate's Share of      Programmer's Share of
                                   Gross Receipts            Gross Receipts

Playboy TV en Espanol Service            75%                       25%


                                       48