Exhibit 10.7d

                                                                    CONFIDENTIAL

                            -------------------------

                           PLAYBOY TV - LATIN AMERICA

            AMENDED AND RESTATED PROGRAM SUPPLY AND TRADEMARK LICENSE
                                    AGREEMENT

                            -------------------------


                                     Between

                        PLAYBOY ENTERTAINMENT GROUP, INC.

                                   as Licensor

                                       and

                         PLAYBOY TV - LATIN AMERICA, LLC

                                   as Company


                                November 10, 2006

<PAGE>

                                Table of Contents

                                                                            Page

1.    DEFINITIONS..............................................................1

2.    GRANT OF PROGRAM LICENSE.................................................8

      2.1.  Grant..............................................................8
      2.2.  Approved Uses of Licensed Programming.............................11
      2.3.  Company Produced Programming......................................13
      2.4.  Licensor Option to Purchase.......................................13
      2.5.  Licensor Ownership................................................14
      2.6.  Use Rights........................................................15
      2.7.  Services Provided by Licensor.....................................15

3.    TRADEMARK LICENSE AND QUALITY CONTROL...................................15

      3.1.  Grant of Exclusive License........................................15
      3.2.  All Other Rights Retained by Licensor.............................17
      3.3.  Restriction on Sub-Licensing......................................17
      3.4.  Duration of License...............................................17
      3.5.  Company's Right of First Negotiation..............................17
      3.6.  Restriction on Scope of Services..................................18
      3.7.  Restrictions on Modifications of Trademarks.......................18
      3.8.  License of Additional Trademarks..................................18
      3.9.  Quality Control...................................................19
      3.10. Title and Protection of the Licensor Trademarks; Use of the
              Licensor Trademarks.............................................20
      3.11. Form..............................................................21
      3.12. Maintenance of Distinctive Quality of Licensor Trademarks.........21
      3.13. Advertising and Publicity.........................................21
      3.14. Ownership of the Licensor Trademarks..............................22
      3.15. Infringements.....................................................22

4.    LICENSE TERM AND MEDIA HOLDBACKS........................................23

      4.1.  License Term......................................................23
      4.2.  No Home Video Rights..............................................23
      4.3.  Other Home Video Rights...........................................23

5.    CENSORSHIP; WITHDRAWAL OF PROGRAMS......................................24

      5.1.  Censorship........................................................24
      5.2.  Withdrawal of Programs............................................24
      5.3.  Advertising.......................................................24

6.    DELIVERY AND RETURN.....................................................25

      6.1.  Access and Delivery Items.........................................25


                                      (i)
<PAGE>

      6.2.  Title to Delivery Materials.......................................25

7.    PROGRAM AND TRADEMARK LICENSE FEES; OTHER FEES..........................25

      7.1.  Due and Payable...................................................26
      7.2.  Wire Transfers....................................................26
      7.3.  Late Payment......................................................26
      7.4.  Restricted Funds..................................................27
      7.5.  Currency..........................................................27
      7.6.  Maintenance of Records and Audit Rights...........................27
      7.7.  Distribution Fee..................................................28
      7.8.  Licensor Distribution In Belize...................................29

8.    INDEMNITIES.............................................................29

      8.1.  Representations and Warranties....................................29
      8.2.  Indemnification...................................................30
      8.3.  Musical Compositions..............................................31
      8.4.  Procedure.........................................................31

9.    TERMINATION.............................................................31

      9.1.  Expiration of Term................................................31
      9.2.  Renewal...........................................................31
      9.3.  Early Termination on Breach.......................................32
      9.4.  Inadvertent Breach................................................32
      9.5.  Cross Default.....................................................32
      9.6.  Dissolution of Company............................................32

10.   EFFECTS OF TERMINATION..................................................33

      10.1. Survival of Obligations...........................................33
      10.2. Termination of Rights.............................................33
      10.3. Further Assurances................................................33

11.   EQUITABLE RELIEF........................................................33

12.   DISPUTE RESOLUTION......................................................33

      12.1. IP-Validity Dispute...............................................33
      12.2. Dispute, Notice and Response......................................34
      12.3. Arbitration.......................................................34
      12.4. Number of Arbitrators.............................................34
      12.5. Hearing...........................................................35
      12.6. Jurisdiction......................................................35
      12.7. Enforceability....................................................35

13.   MISCELLANEOUS...........................................................35

      13.1. Force Majeure.....................................................35


                                      (ii)
<PAGE>

      13.2.  Binding Effect; No Assignment....................................36
      13.3.  Invalidity.......................................................36
      13.4.  Waivers, Remedies Cumulative, Amendments, etc....................36
      13.5.  Notices..........................................................36
      13.6.  Governing Law....................................................38
      13.7.  Entire Agreement.................................................38
      13.8.  Rules of Construction............................................38
      13.9.  Counterparts.....................................................38
      13.10. Relationship Between the Parties.................................38
      13.11. Time Is of the Essence...........................................38


SCHEDULES
---------

Schedule 2 1(a)   Existing Library

Schedule 2 1(b)   2001 PTVLA New Programming Schedule

Schedule 3 1      Licensor Trademarks

Schedule 6 1      Delivery Materials


                                     (iii)

<PAGE>

      THIS AMENDED AND RESTATED PROGRAM SUPPLY AND TRADEMARK  LICENSE  AGREEMENT
(this  "Agreement")  is entered  into on  November  10,  2006,  between  Playboy
Entertainment Group, Inc., a Delaware corporation ("PEGI"), and Playboy TV-Latin
America,   LLC,  a  California   limited   liability   company   (including  its
subsidiaries, collectively the "Company").

                                    RECITALS

      WHEREAS,  the Company is the owner and operator of the Company Service (as
defined below);

      WHEREAS, Licensor (as defined below) is the owner of certain rights in and
to certain television programs, movies and other content as described herein;

      WHEREAS,  the Company  licenses from Licensor on the terms and  conditions
set  forth in this  Agreement  certain  television  programs,  movies  and other
content for use on the Company  Service and the Licensor  Trademarks (as defined
below).

      WHEREAS,  the  parties  entered  into  that  certain  Program  Supply  and
Trademark License Agreement as of December 31, 2002 and effective as of April 1,
2002 as amended by that First Amendment to Program Supply and Trademark  License
Agreement for Playboy-TV-Latin America, LLC as of June 17, 2004 and effective as
of January 1, 2004 (as so amended, the "Original Agreement").

      WHEREAS,  the parties desire to amend the Original  Agreement in order to,
among  other  things,  (i)  extend  the term of the  Original  Agreement  for an
additional  ten (10) years and (ii)  provide a license to the Company  including
its subsidiaries, the Playboy Lifestyle Companies (as defined below) for the use
of Licensor  Trademarks and Licensed  Programming in connection with the Playboy
Lifestyle  Business  (as  defined  below),  each as more fully set forth in this
Agreement.

      NOW, THEREFORE, for good and valuable consideration, the receipt, adequacy
and legal sufficiency of which are hereby acknowledged, the parties hereby amend
and restate the Original Agreement in its entirety as follows:

      1. DEFINITIONS.

      In this Agreement (including the Recitals hereto) the following terms will
have the following meanings unless otherwise stated:

      "AAA" has the meaning set forth in Section 12.3.

      "Acquired  Movie"  means a program  acquired  by  Licensor  (or any of its
Affiliates)  from a third  party  that is at  least 60  minutes  in  length  and
represents  an edited or unedited  version of an adult film (i.e.,  a film which
contains actual sex acts).

      "Adult-Oriented"  means,  with respect to a Channel or program,  that such
Channel or program  features content that is comparable to or more explicit than
the content that is exhibited

<PAGE>

on the  Channels in the  Territory  as of the date of this  Agreement;  it being
understood  that content that would be rated no more  restrictively  than "R" by
the Motion Picture Association of America as such rating standards are currently
in effect is not "Adult-Oriented" content.

      "Affiliate" means any Person,  directly or indirectly  through one or more
intermediaries,  controlling,  controlled  by, or under common  control with the
specified Person. For purposes of the foregoing, "control" (and "controlled" and
"controlling,"  respectively),  as used in the immediately  preceding  sentence,
means the  possession,  direct or indirect,  of the power to direct or cause the
direction of the management and policies of the specified Person (whether by the
holding  of  shares  or other  equity  interests,  the  possession  of voting or
contract rights or otherwise).  Notwithstanding the foregoing,  the Company will
not be deemed an Affiliate of Licensor.

      "After  Tax  Basis"  means a basis such that any  payment  (the  "Original
Payment") received or deemed to have been received by a Person (the "Recipient")
will be  supplemented  by a further  payment to the Recipient so that the sum of
the two payments will equal the Original Payment,  after taking into account (x)
all taxes that would  result  from the receipt or accrual of such  payments,  if
legally  required,  and (y) any  reduction  in taxes that would  result from the
deduction of the expense  indemnified  against, if legally  permissible.  In the
event that the  expense  indemnified  against is used to reduce  taxes by way of
amortization  or  depreciation,  payments  made on an After  Tax  Basis  will be
refunded  in each  taxable  year of the  recipient  in  which  such  expense  is
deductible in an amount equal to the sum of (i) the tax savings  attributable to
such  deduction  plus (ii) any  reduction  in taxes that would  result  from the
deduction  of any  amounts  described  in clause (i) as  increased  hereby.  All
payments  hereunder will be calculated on the assumptions that the recipient was
subject to tax at the highest  marginal rates of tax applicable to such class of
taxpayer  and that it could  benefit  from the  deduction of any expense at such
rate of tax. In the event that a taxing authority will treat any indemnification
payment as not  includible in gross income or disallow any deduction  taken into
account hereunder,  the indemnification  will be recomputed and further payments
or refunds made.

      "Agreement" has the meaning set forth in the introductory paragraph.

      "Alta Loma Program" has the meaning set forth in Section 2.1(g).

      "Amended   Distribution   Agreement"   means  the  Amended  and   Restated
Distribution Agreement, dated the date hereof, between PEGI and the Company.

      "Basic Cable" has the meaning currently or hereafter  commonly  understood
in the  television  industry,  but will also  include  for all  purposes of this
Agreement  any  broadcast  or  other  transmission   (whether  by  satellite  or
otherwise)  to television  sets or other  television  devices,  now or hereafter
known,  of a  program  service  (other  than  any  free  television  terrestrial
broadcast station) (a) that is included as part of a package of program services
for which members of the public pay a periodic fee for the right to receive such
package of program services, and (b) for which program service a separate fee is
not  generally  charged  for the right to  receive  the  particular  service  in
question.

      "Blocked Funds" has the meaning set forth in Section 7.4.


                                       2
<PAGE>

      "Branded"  means a television  service or Program where  Licensor's or any
Licensor  Affiliate's name or trademarks currently existing or hereafter created
by Licensor or its  Affiliates are used in  connection,  or closely  associated,
with such television service or Program, or any related advertising.

      "Branded Channels" means the PTVLA Channels, the Playboy Lifestyle Channel
and the Spice Channels.

      "Branded  Company  Originated  Marks" has the meaning set forth in Section
3.7.

      "Branded Format Programming" has the meaning set forth in Section 2.1(f).

      "Caribbean Basin" means the following territories:  Anguilla,  Antigua and
Barbuda,  Aruba,  Barbados,  Bermuda,  the British  Virgin  Islands,  the Cayman
Islands,   Cuba,  Dominica,   Dominican  Republic,   Grenada,   Haiti,  Jamaica,
Montserrat,  St.  Kitts & Nevis,  St.  Lucia,  St.  Vincent and the  Grenadines,
Trinidad and Tobago, and the Turks and Caicos Islands.

      "Channel" has the meaning set forth in the Company Operating Agreement.

      "Company" has the meaning set forth in the introductory paragraph.

      "Company Format Programming" has the meaning set forth in Section 2.3(c).

      "Company  Guaranteed  Minimum  License  Fee" has the  meaning set forth in
Section 7.

      "Company Indemnified Parties" has the meaning set forth in Section 8.2(a).

      "Company  Operating  Agreement"  means  the  Third  Amended  and  Restated
Operating Agreement, dated the date hereof, between PEGI and Lifford relating to
the formation and governance of the Company, as amended from time to time.

      "Company  Produced  Programming"  has the  meaning  set  forth in  Section
2.3(a).

      "Company Produced Programming Budget" has the meaning set forth in Section
6.2.1 of the Company Operating Agreement.

      "Company Service" means Playboy TV-Latin America,  the television  service
which includes the PTVLA Channels,  the Spice Channels,  the Venus Channel,  the
Playboy Lifestyle Programming  Services,  the G-Channel and any other television
program or channel operated by the Company or any of its subsidiaries  from time
to time in accordance  with this Agreement and the Company  Operating  Agreement
and any other permitted activity contemplated herein or therein.

      "CPI" means the Consumer  Price Index for all Urban  Consumers as released
by the Bureau of Labor  Statistics,  U.S.  Department of Labor. If the Bureau of
Labor  Statistics,  U.S.  Department  of Labor  (i)  substantially  revises  the
methodology  (in  contrast to  benchmark  adjustments  or other  corrections  of
previously  published data),  (ii)  discontinues  publication of any of the data
referred to above or (iii)  temporarily  discontinues  publication of any of the
data


                                       3
<PAGE>

referred to above,  the parties  shall  select a  substitute  for the revised or
discontinued  data,  in order  to  provide  substitute  data to lead to the same
adjustment  result,  insofar  as  possible,  as  would  have  been  achieved  by
continuing  the use of the original  data as it may have  fluctuated  had it not
been revised or discontinued.

      "Customer Service and Shipping  Department"  means Licensor's  department,
formerly  known as the traffic  department,  that processes all requests made to
Licensor and its Affiliates for duplication  and shipment of Delivery  Materials
and marketing materials.

      "Delivery Materials" means the materials set forth on Schedule 6.1.

      "DirectTV Latin America,  LLC" means the satellite DTH pay TV service, and
its successors and assignees.

      "Dispute" has the meaning set forth in Section 12.2.

      "Existing  Library"  means any program or movie to which  Licensor (or its
Affiliates)  owns or has obtained the rights to in the Media in the Territory as
of March 31, 2002 each of which is set forth on Schedule 2.1(a) hereto.

      "Fiscal  Year"  has  the  meaning  set  forth  in  the  Company  Operating
Agreement.

      "Force Majeure" has the meaning set forth in Section 13.1.

      "Format Rights" has the meaning set forth in Section 2.1(f).

      "G-Channel" has the meaning set forth in the Company Operating Agreement.

      "Home Video Rights" has the meaning set forth in Section 4.2.

      "Hot  Brands"  means those  trademarks  listed  under "Hot  Trademark"  on
Schedule 3.1 attached hereto.

      "IP - Validity Dispute" has the meaning set forth in Section 12.1.

      "License Fees" has the meaning set forth in Section 7.

      "Licensed  Programming" means collectively,  the Existing Library, the New
Programs, the Acquired Movies, Playboy Branded Format Programming, the Alta Loma
Programs (subject to Section 2.1(g)), Wallpaper and any other Programs which may
be made available to the Company hereunder.

      "Licensor"  means  PEGI  and any of its  Affiliates  that  hold any of the
rights  licensed  hereunder  or which may provide  services  hereunder,  or such
successor or assignee as may be permitted herein.

      "Licensor Additional Marks" has the meaning set forth in Section 3.8.

      "Licensor  Indemnified  Parties"  has the  meaning  set  forth in  Section
      8.2(b).


                                       4
<PAGE>

      "Licensor  Trademarks"  means  the  trademarks  and the  registrations  or
pending  registrations  therefor,  as listed  under such heading in Schedule 3.1
hereto, owned by Licensor or to which Licensor has all necessary rights to grant
the license as set forth herein, and the Licensor Additional Marks.

      "Lifestyle   Oriented"  means,  with  respect  to  content,   Programs  or
advertising supported Channels, such content,  Program, or advertising supported
Channel,  that is primarily  focused on themes associated with the attitudes and
values  of a group  of  persons  or  social  classification,  including  without
limitation, habits of consumption, dress, recreation and way of living; it being
understood  that Lifestyle  Oriented  content does not include  "Adult-Oriented"
content.

      "Lifford" means Lifford International Co. Ltd., an International  Business
Company  incorporated  under the laws of the British Virgin Islands,  a party to
the Company Operating Agreement and a member of the Company.

      "Localized  Licensed  Programming"  has the  meaning  set forth in Section
2.2(e).

      "Losses" has the meaning set forth in Section 8.2(a).

      "Management  Committee" has the meaning set forth in the Company Operating
Agreement.

      "Media"  means all forms of linear and  nonlinear  television  exhibition,
transmission  and  distribution  whether now existing or developed in the future
and  whether on a  subscription,  pay-per-view,  video-on-demand  or free basis,
including  but  not  limited  to  the  following:  (i)  conventional  VHF or UHF
television  broadcast,  (ii) Basic Cable and pay cable, (iii) "over the air pay"
subscription  television (STV), (iv) direct broadcasting by satellite (DBS), (v)
master antenna television systems (MATV), (vi) multipoint  distribution services
(MDS),  (vii)  multichannel  multipoint  distribution  services  (MMDS),  (viii)
satellite master antenna television systems (SMATV), (ix) microwave transmission
and (x) IP  television  encrypted  to a set top box.  Solely with respect to the
Playboy  Lifestyle  Business (other than the Playboy Lifestyle  Channel),  Media
shall include the Playboy Lifestyle Media as defined below.  Notwithstanding the
foregoing,  except as provided  herein,  in the Program Supply  Agreement or any
Related Documents, Media shall exclude Streaming.

      "Member" has the meaning set forth in the Company Operating Agreement.

      "Net Revenue" shall have the meaning set forth in Section 7.

      "New  Programs"  means  television  programs or movies that are similar in
content, style, mix and budget to the Existing Library, that are not included in
the Existing  Library which are acquired or produced by Licensor after March 31,
2002.  Compilations  of Programs  previously  provided  to the Company  shall be
considered New Programs if such compilations are prepared in a manner consistent
with Licensor's  activities in 2001 and the number of such compilations provided
hereunder  shall be  consistent  with the number  produced in 2001. In the event
Licensor  obtains  the  rights in the  Media in the  Territory  to a  television
program or movie for which Licensor  previously had other rights in such program
or movie,  such program or movie shall not be considered a New Program hereunder
without the prior consent of the Company.


                                       5
<PAGE>

      "Newco" means a soon to be formed Argentine  limited liability company and
wholly owned subsidiary of Playboy Lifestyle Holding.

      "Notice" has the meaning set forth in Section 12.2.

      "Original Payment" has the meaning set forth in this Section 1.

      "Original Agreement" has the meaning set forth in the recitals.

      "PEGI" has the meaning set forth in the introductory paragraph.

      "Permitted Sublicensee" has the meaning set forth in Section 3.3.

      "Person" means an individual,  general  partnership,  limited partnership,
limited liability company,  corporation,  trust,  estate, real estate investment
trust, association or any other entity.

      "Playboy Brands" means those trademarks  listed under the heading "Playboy
Marks" on Schedule 3.1 attached hereto.

      "Playboy Competition" has the meaning set forth in Section 3.9(b).

      "Playboy  Lifestyle  Business"  has the  meaning  set forth in the Company
Operating Agreement.

      "Playboy   Lifestyle   Channel"  means  the  television   program  service
containing Playboy Lifestyle  Programming Services to be launched by the Playboy
Lifestyle  Companies in the Territory and which may be named "Playboy  Lifestyle
Channel" or any other name including names using Licensor  Trademarks  permitted
hereunder and approved by the Management Committee.

      "Playboy Lifestyle Channel USA" means an advertising supported, 24 hours a
day, 7 days a week  linear  television  programming  service  (which may also be
distributed nonexclusively on a pay per view or video on demand basis offered as
a premium on demand or  subscription  on demand solely to  subscribers of the 24
hours a day, 7 days a week linear  television  programming  service)  containing
Playboy  Lifestyle  Programming  Services in the US Lifestyle  Territory,  to be
launched by the Playboy Lifestyle  Companies subject to Section 3.1(a) which may
be named "Playboy  Lifestyle  Channel" or any other name  including  names using
Licensor   Trademarks   permitted  hereunder  and  approved  by  the  Management
Committee.  For  clarity,  the Playboy  Lifestyle  Channel USA shall not include
delivery via wireless devices,  internet or mobile television or any other means
of non linear television transmission now in existence or hereafter created.

      "Playboy Lifestyle Companies" means collectively Playboy Lifestyle Holding
and Newco.

      "Playboy Lifestyle Holding" means Playboy Lifestyle Holding, LLC, a wholly
owned subsidiary of the Company that is a Delaware limited liability company.


                                       6
<PAGE>

      "Playboy  Lifestyle  Media"  has the  meaning  set  forth  in the  Company
Operating Agreement.

      "Playboy Lifestyle Net Revenue" has the meaning set forth in Section 7.

      "Playboy  Lifestyle  Net Revenue Fee" has the meaning set forth in Section
7.

      "Playboy Lifestyle  Programming  Service" has the meaning set forth in the
Company Operating Agreement.

      "Playboy TV en Espanol" means those Spanish language  networks operated by
PEGI and its  Affiliates  based on the  Playboy  Brands,  excluding  the Playboy
Lifestyle Programming Service.

      "Playboy  TV" means  those  television  networks  operated by PEGI and its
Affiliates  based  on  the  Playboy  Brands,  excluding  the  Playboy  Lifestyle
Programming Service.

      "Portuguese  Africa   Distribution   Territory"  means,  with  respect  to
distribution in any and all Media,  (a) the Republic of Angola;  (b) Republic of
Mozambique; (c) the Democratic Republic of Sao Tome and Principe; (d) Cap Verde;
(e)  Guinea-Bissau;  and (f) the territories,  possessions and  commonwealths of
each of the foregoing, if any.

      "Program"  or  "Programming"  has the  meaning  set  forth in the  Company
Operating Agreement.

      "Proposed Activity" has the meaning set forth in Section 3.5.

      "PTVLA  Channels"  means those  Branded  Channels,  other than the Playboy
Lifestyle Programming Service,  included as part of the Company Service that are
based on Playboy TV.

      "PTVLA  Portugal  Feed" means the PTVLA Channel as originally  telecast by
the Company in Portugal.

      "Recipient" has the meaning set forth in this Section 1.

      "Remediable Breach" has the meaning set forth in Section 9.3(b).

      "Response" has the meaning set forth in Section 12.2.

      "Rules" has the meaning set forth in Section 12.3.

      "Spice  Brands"  means those  trademarks  listed under the heading  "Spice
Marks" on Schedule 3.1 attached hereto.

      "Spice  Channels"  means those  Branded  Channels  included as part of the
Company Service that are based on the Spice Network.

      "Spice-Hot Feed" has the meaning set forth in Section 2.1(i).


                                       7
<PAGE>

      "Spice Network" means  collectively,  Spice Digital Networks,  Club Jenna,
Spice:xcess,  fresh! and shorteez,  and successor networks,  if any, as PEGI may
include from time-to-time, as programmed by PEGI.

      "Streaming" means the delivery of audio and/or visual programming  whether
in real time or by program download  (including,  but not limited to, RealVideo,
any format that operates on the Windows  Media Player or any other  streaming or
direct download audio and/or visual software) through the data delivery protocol
known as TCP/Internet  Protocol or any successor or replacement  protocol to any
recipient for purposes of viewing.

      "Sublicense" has the meaning set forth in Section 2.2(d).

      "TCP" has the meaning set forth in Section 3.1(a).

      "Term" has the meaning set forth in Section 9.1.

      "Termination Date" has the meaning set forth in Section 10.2.

      "Territory"  shall have the  meaning  set forth in the  Company  Operating
Agreement.

      "Trade  Materials" means trade  presentations,  business cards,  invoices,
stationery  and other similar  printed matter  reflecting  names under which the
Company conducts business.

      "Unbranded"  means a  television  service,  Program or a block of Programs
where Licensor's or any Licensor  Affiliate's name or trademarks are not used in
connection or closely associated with such television service,  Program or block
of Programs or any related advertising other than in customary production,  logo
credits or end sequences of such Program,  for use solely in the credit block in
advertising  for such Program,  where  applicable.  Unbranded  Programs  include
Branded  Programs  which  have been  edited to remove  all  Licensor  Trademarks
pursuant to Section 2.4(c).

      "Unbranded  Channels"  means  any  channel  which may be  operated  by the
Company where  Licensor or any Licensor  Affiliate's  name or trademarks are not
used in close connection or closely associated with such channel.

      "US  Lifestyle  Territory"  has  the  meaning  set  forth  in the  Company
Operating Agreement.

      "Venus Channel" means the television  program service known as "Venus" and
any other television  program service,  channel or network operated by Venus TV,
Inc. and Contribution S.A.

      "Wallpaper" has the meaning set forth in Section 2.1(d).

      2. GRANT OF PROGRAM LICENSE.

            2.1.  Grant.  Upon and subject to the terms and conditions set forth
in this  Agreement and to Licensor's  retained  rights  pursuant to Section 2.5,
Licensor  hereby  grants  to the  Company  and the  Company  hereby  accepts  an
exclusive  license  during the Term (or until


                                       8
<PAGE>

Licensor  loses its rights in or to any  Licensed  Programming)  to  distribute,
exhibit and display the Licensed  Programming on the Company  Service subject to
the terms herein.  Notwithstanding  anything to the contrary in this  Agreement,
without the express  written  permission  of Licensor,  the Company shall not be
entitled  to use  the  Licensed  Programming  in  connection  with  the  Playboy
Lifestyle  Business  except for  Licensed  Programming  that is suitable for the
Playboy  Lifestyle  Channel  containing  Lifestyle  Oriented  content subject to
Licensor's ability to grant such rights.

                  (a) Existing  Library.  Licensor  represents and warrants that
the Existing  Library  consists of all Programs for which  Licensor  (and/or its
Affiliates)  owns  rights in the Media in the  Territory  as of March 31,  2002,
including (but not limited to) Playboy, Spice and Hot Branded Programs and adult
films  licensed by Licensor  and its  Affiliates  and any other  programming  or
content,  including Wallpaper,  and the Acquired Movies as set forth on Schedule
2.1(a) attached hereto.

                  (b)  New  Programs.  Each  Fiscal  Year  Licensor  and/or  its
Affiliates  will produce or acquire the rights in the Media in the  Territory to
New Programs. The parties acknowledge that the content, style, mix and budget of
the 180  program  hours of New  Programs  provided  to the  Company  pursuant to
Section 2.1(e) shall meet the category mix  specifications  detailed in Schedule
2.1(b) (Programming Delivery Based on 2001 Categories).

                  (c) Acquired Movies.  Whenever  Licensor and/or its Affiliates
acquire the rights to an Acquired Movie for  exploitation  in the United States,
it will also  acquire  the  rights for such  Acquired  Movie in the Media in the
Territory,   unless  such  rights  are  unavailable  or  are  not  available  on
commercially  reasonable  terms.  If the rights to such  Acquired  Movie are not
available in the Media for the Territory,  or are available in only a portion of
the Territory,  on commercially  reasonable  terms,  Licensor will so notify the
Company,  and the Company will determine whether it wishes to acquire the rights
in the Territory for such Acquired  Movie. If the Company wishes to acquire such
rights,  Licensor will acquire such rights for the Company on terms to be agreed
to by the  Company.  The  Company  shall  reimburse  Licensor  for any  material
incremental costs associated with such acquisition.

                  (d) "Wall-to-Wall" Material. Licensor will provide the Company
with copies of, or access to, all bumpers,  promos,  interstitials and other raw
materials  produced by Licensor  and/or its Affiliates for use in its television
business (collectively,  the "Wallpaper").  The Company may exhibit Wallpaper in
the form  provided or may  modify,  edit or utilize  them to create  appropriate
Wallpaper for the Company  Service,  subject to the terms and  conditions of the
trademark license set forth in Section 3 and all applicable laws and regulations
within the Territory.

                  (e) Program Hour  Requirement.  Licensor  shall make available
hereunder: (i) at least one hundred eighty (180) program hours of Adult Oriented
New  Programs  for the Company  Service;  and (ii) in  addition to any  Acquired
Movies included in New Programs set forth on Schedule 2.1(b), two hundred twelve
(212) Adult Oriented Acquired Movies for the Company Service; provided, however,
that the Company acknowledges that Licensor shall not be required to provide the
Company  with any more  than  one  hundred  eighty  (180)  program  hours of New
Programs,  and, in addition to any Acquired Movies included in New Programs, two


                                       9
<PAGE>

hundred twelve (212) Acquired Movies,  for each Fiscal Year during the Term. The
parties  acknowledge  that if differently  rated versions of the same Program or
movie are provided to the Company  hereunder,  such different  versions shall be
counted as one movie or  Program.  Notwithstanding  the  foregoing,  the Company
acknowledges  and agrees that,  unless the Term is extended  pursuant to Section
9.2 herein for the year 2022,  Licensor  shall  provide  the Company a pro rated
amount of program  hours for three  calendar  months of such year equal to forty
five (45) program hours of New Programs and, in addition to any Acquired  Movies
included in New Programs, fifty three (53) Acquired Movies.

                  (f) Format  Rights.  Licensor  hereby  grants the  Company the
exclusive  right, to create,  produce,  develop,  commercialize,  and distribute
Programs, in the Spanish and/or Portuguese  languages,  in the Territory for use
in the Media,  which  Programs  are based upon any titles,  formats  (including,
without  limitation,  the "Night  Calls"  format),  concepts  or other  elements
developed,  owned or  controlled  by  Licensor  or its  Affiliates,  whether now
existing or hereinafter acquired or created (collectively,  the "Format Rights")
subject to Licensor's prior written approval of any such production, which shall
not be unreasonably  withheld or delayed. Each Program or other production based
on the Format Rights created by, or, on behalf of, the Company  ("Branded Format
Programming")  shall be owned by Licensor  in  accordance  with  Section 2.5 and
subject to Section 2.2 herein, provided, however, Licensor shall pay the Company
for any use of any  Branded  Format  Programming  pursuant  to the  terms of the
Amended Distribution Agreement and Sections 2.4(b) and 2.6 herein.

                  (g) Alta Loma Programs.  The parties acknowledge that Licensor
and/or its Affiliates  produce  additional  programs which: (i) are intended for
adults  and do not  contain  nudity;  and (ii) do not carry any of the  Licensor
Trademarks  set forth on Schedule 3.1 other than:  (x) in customary  production,
presentation and logo credits in the title or end sequences of such program,  or
(y) for use solely in the credit block in  advertising  for such program.  These
programs  are  intended  for "first  run" on  domestic  television  networks  or
channels other than Playboy TV or the Spice Network. Licensor produces and sells
such programming under the Alta Loma banner. This programming may consist,  from
time to time, of movies,  series,  and/or specials.  (Any such non-nude program,
whether produced by Licensor or one of its Affiliates,  and whether carrying the
"Alta Loma" or any other brand, will be referred to as an "Alta Loma Program").

                  (h) Option to Acquire Rights.  Licensor will offer the Company
rights to any Alta Loma Program for a fee equal to twenty  percent  (20%) of the
production  budget for such  program.  If the  Company  chooses to pay such fee,
Licensor shall make such Alta Loma Program  available to the Company on the same
terms as, and such program shall be considered,  a Licensed  Program  hereunder,
provided,  however,  that  such  program  will not be  counted  as a part of the
program hour requirement as described in Section 2.1(e). If the Company does not
choose to obtain a license for a given Alta Loma  Program:  (i) the Company will
have the right to act as  Licensor's  exclusive  sales  agent  for that  program
throughout  the Territory and will receive a twenty  percent (20%)  distribution
fee on such sales, plus  reimbursement of reasonable costs;  provided,  however,
that in the event an Alta Loma  Program is  produced  pursuant  to an  agreement
which gives a  third-party  co-producer  or  commissioning  network the right to
distribute  such program in a region or regions of the  Territory  (or otherwise
restricts  Licensor's right to grant the Company the right to act as sales agent
for such program),  Licensor will pay to


                                       10
<PAGE>

the Company  twenty  percent (20%) of the total  revenue which  Licensor (or its
Affiliates)  receives from the exploitation of such program in the Media in such
region(s) of the Territory; and (ii) Licensor shall have the right to produce or
co-produce  not more than 15 hours per year of Alta Loma  Programs.  The Company
acknowledges  that the following  criteria  shall not count towards the 15 hours
per year of Alta Loma Programs: (a) repeat showings of the same program; and (b)
Alta Loma Programs for which the Company has agreed to pay twenty  percent (20%)
of the production budget. The Company shall use commercially  reasonable efforts
to  distribute  Alta Loma  Programs in the Territory in regards to any Alta Loma
Program for which it has sales and distribution rights.

                  (i) Spice-Hot  Feed.  Licensor  shall provide the Company with
one feed to Club Jenna, fresh!, Spice:xcess and shorteez (the "Spice-Hot Feed").
The costs associated with the Company's  exploitation of the Spice-Hot Feed will
be borne by the Company;  provided,  however, that Licensor shall be responsible
for the uplink and other Spice-Hot Feed signal availability-related costs.

            2.2. Approved Uses of Licensed Programming.  The Company may exploit
the Licensed Programming as follows:

                  (a) Licensed  Programming Use. Branded  Programming shall only
be displayed or transmitted on the PTVLA Channels, the Playboy Lifestyle Channel
or on  the  Spice  Channels  in  accordance  with  the  respective  Branding  as
appropriate  as set  forth on  Schedule  3.1  attached  hereto  unless  any such
Branding is previously  removed by the Company such that such Programming  would
be characterized as Unbranded  hereunder pursuant to Section 2.4(c). In no event
shall the Company display or transmit  Branded  Programming on the Venus Channel
or any other Unbranded Channel without Licensor's prior written consent.

                  (b) Spillover.  Licensor and the Company acknowledge and agree
that  the   accidental  or  de  minimis   "spillover"   into  the  Territory  of
transmissions  to  Licensor  customers  outside of the  Territory  will not be a
breach of the grant of rights  hereunder  and that the  accidental or de minimis
"spillover"  outside of the  Territory  of  transmissions  to Company  customers
inside the Territory will not be a breach of the grant of rights hereunder.

                  (c) Puerto  Rico.  Notwithstanding  any  territorial  or other
restrictions  contained in this Agreement,  the parties hereto  acknowledge that
the  distribution of the Company Service in Puerto Rico in the Spanish  language
via DirectTV  Latin America shall not be deemed to violate any such  territorial
restrictions.

                  (d) Sublicensing.  The Company shall have the right to license
the Licensed  Programming  and Branded  Format  Programming to third parties for
exhibition and use in the Media in the Territory (each a  "Sublicense")  subject
to the following terms: (i) the Company may grant a Sublicense for any Unbranded
Licensed Programming at its sole discretion, and (ii) may grant a Sublicense for
any Branded  Programming and/or Branded Format Programming subject to Licensor's
prior  written  approval  which shall not be  unreasonably  withheld or delayed,
provided,  however, that, in any event, any such Licensed Programming must first
be exhibited on the Company Service (i.e., "downstream windows").


                                       11
<PAGE>

                  (e) Sales Agents.  The Company may, in its sole discretion and
solely in accordance with this Section, utilize sales agents to handle permitted
sub-licensing of Licensed  Programming to third parties on an arms-length  basis
based  on  prevailing  market  rates  (whether  or not  such  third  party is an
Affiliate of the Company).  Unless the Company receives Licensor's prior written
consent to use a different  procedure:  (i) a sales agent may not enter into any
outright sales or sales of unlimited runs; (ii) all agreements negotiated on the
Company's  behalf by any sales  agent  will be subject  to the  Company's  prior
approval,  and all contracts  will be entered into by the Company  directly with
the purchaser, which must be an end-user (e.g., a broadcaster, direct-to-home or
Private  Network  operator);  (iii) any sales  agent  will be  compensated  on a
commissions-only  basis;  and  (iv)  and  any  sales  agency  agreement  must be
terminable  at will by the  Company  on not  more  than six (6)  months  written
notice.

                  (f)  Editing.  Subject  to and  consistent  with the  terms of
Section 3 (Trademark  License and Quality  Control)  and Section 5  (Censorship;
Withdrawal  of Programs),  the Company may, at its sole cost and expense,  edit,
dub or  subtitle in Spanish  and/or  Portuguese,  or  otherwise  alter  Licensed
Programming  as  necessary  to comply  with  local  language  or custom or local
broadcasting  requirements  ("Localized  Licensed  Programming").  Such  altered
Licensed Programming,  including,  without limitation, the rights to any edited,
dubbed or  subtitled  tracks  related  thereto,  shall be owned  exclusively  by
Licensor subject to the terms of Section 2.5 herein, provided, however, Licensor
shall  pay the  Company  for any use of any such  altered  Licensed  Programming
pursuant to the terms of the Amended Distribution  Agreement and Sections 2.4(b)
and 2.6 herein.

                  (g)   Exclusive   Supplier.   Except  for   Company   Produced
Programming  and Company  Format  Programming,  Licensor  will be the  exclusive
supplier of Programs on the PTVLA  Channels  and Spice  Channels  regardless  of
whether such  Programs are produced and owned by Licensor,  or whether  Licensor
acquires such Programs for the Company.

                  (h) Streaming.

                        (i)  During  the Term,  Licensor  shall  not,  and shall
direct  Playboy.com  not  to,  distribute  in the  Territory  via  Streaming  to
television any scheduled-based programming in blocks of six or more hours.

                        (ii)  Except  as  otherwise   provided  by  the  Company
Operating Agreement, in the event that the Company believes that it is necessary
to the  business  of the  Company  to engage in any  activity  that  constitutes
Streaming,  it shall  contact  PEGI in  writing  seeking  permission.  Except as
otherwise required by the Company Operating Agreement,  PEGI shall consider such
request in good faith on a case by case basis, taking into account,  among other
things,  (a) whether such activity  competes with PEGI or  Playboy.com;  and (b)
whether such activity is consistent  with the activities of the Company.  Except
as otherwise required by the Company Operating Agreement, PEGI shall be under no
obligation  to approve a Streaming  request that does not, in PEGI's  reasonable
discretion satisfy the foregoing criteria.


                                       12
<PAGE>

            2.3. Company Produced Programming.

                  (a) Development.  Each year during the Term, the Company shall
produce  Programs for  exhibition  on the Company  Service and for  sublicensing
("Company Produced Programming"). All such Company Produced Programming shall be
subject to domestic  and  international  law. All Company  Produced  Programming
which is Branded  shall be subject to the prior  written  approval of  Licensor,
which  shall not be  unreasonably  withheld  or  delayed,  and shall be produced
consistent with Licensor's standards (including, but not limited to, the content
restrictions  set forth  herein) and subject to domestic and  international  law
including,  without limitation,  the Child Protection  Restoration and Penalties
Enhancement  Act of 1990. The inclusion of any Company  Produced  Programming on
the  Company  Service  shall  be in  addition  to  and in no  way  diminish  the
one-hundred-eighty  (180) program  hours of New Programs and  two-hundred-twelve
(212) Acquired  Movies  required to be provided by Licensor  pursuant to Section
2.1(e).

                  (b) Minimum Company Produced  Programming  Budget.  Subject to
Section  9.2 herein,  the  Company  shall  annually  spend the Company  Produced
Programming Budget in accordance with the provisions of Article 6 of the Company
Operating Agreement.

                  (c) Company Format Programming.  The Company shall be the sole
and exclusive owner of any and all Programs or other materials created by, or on
behalf  of, the  Company  that are  exclusively  based on  titles,  formats,  or
concepts  wholly  original  to the  Company  but which are not based on  titles,
formats,  concepts or other elements exclusively owned or controlled by Licensor
under applicable law ("Company Format Programming").  Any Branded Company Format
Programming,  Branded Localized Licensed  Programming and Branded Company Format
Programming  shall be subject to the content  restrictions  set forth herein and
domestic  and  international  law  including,   without  limitation,  the  Child
Protection  Restoration  and  Penalties  Enhancement  Act of 1990.  The  Company
acknowledges  that the use of  Company  Format  Programming  is  subject  to the
non-compete  provisions  set  forth  in  Article  14 of  the  Company  Operating
Agreement.

                  (d)   Scheduling  of  the  Company   Service.   In  reasonable
consultation  with Licensor,  the Company shall  determine,  the timing,  order,
placement and other scheduling-related details of all Programs to be transmitted
on the PTVLA Channels throughout the Territory.

            2.4. Licensor Option to Purchase.

                  (a) Cost.  At the  expiration or earlier  termination  of this
Agreement,  for any  reason,  Licensor  may, at its  option,  purchase  from the
Company  the  entire  right,  title and  interest  in and to all of the  Branded
Company Produced  Programming,  any Branded Company Format  Programming,  or the
rights to any edited, dubbed or subtitled tracks created by the Company pursuant
to  Section  2.2(e)  for an amount  equal to twenty  five  percent  (25%) of the
aggregate cost of production of such Branded Company Produced Programming or any
Branded Company Format  Programming.  If Licensor chooses to purchase any or all
Branded  Company  Produced  Programming or Branded  Company  Format  Programming
pursuant to this Section  2.4(a),  the Company shall promptly  provide  Licensor
with written  documentation


                                       13
<PAGE>

evidencing the aggregate cost of such production.  Whenever  possible during the
Term,  for Branded  Company  Produced  Programming  and Branded  Company  Format
Programming,  the Company shall use commercially  reasonable  efforts to acquire
all rights,  licenses and  clearances  in  perpetuity;  provided,  however,  the
Company shall not be  responsible  for future guild or union residual or similar
obligations.

                  (b)  Branded  Format   Programming   and  Localized   Licensed
Programs. In respect to any Branded Format Programming or any Localized Licensed
Programming,  at the expiration or earlier termination of the Agreement, for any
reason,  Licensor  may,  at its  option,  pay  to the  Company  a fee  equal  to
twenty-five  percent (25%) of the  aggregate  cost of production of such Branded
Format  Programming or Localized  Licensed  Programming in consideration for any
future use of such Branded Format Programming or Localized Licensed  Programming
by Licensor.

                  (c) Branding Removal.  If Licensor chooses not to purchase any
or all Branded Company Produced Programming, Branded Company Format Programming,
Branded Format Programming or Localized Licensed  Programming,  the Company must
remove all Licensor Trademarks and any look-and-feel  contained therein which is
reasonably  associated with Licensor and/or the Licensor Trademarks prior to any
further  use or  disposition  of  such  Branded  Programming  not  purchased  by
Licensor.  The  Company  acknowledges  and  agrees  that  if  any  such  Branded
Programming  is used or disposed of contrary to the  provisions of this Section,
such use shall  constitute  a breach of this  Agreement  and, in addition to any
other  remedies  that may be  available to  Licensor,  such Branded  Programming
shall, at no cost to Licensor, immediately and automatically become the sole and
exclusive property of Licensor.

            2.5. Licensor Ownership.

                  (a) Goodwill.  Subject to Section 2.4,  Licensor  acknowledges
and agrees that the Company is and will be the sole and  exclusive  owner of all
right,  title, and interest  throughout the world,  including without limitation
all  intellectual  property  and  other  proprietary  rights  in and to  Company
Produced Programming;  provided,  however, that, any and all goodwill associated
with the Licensor  Trademarks  included as part of any Branded Company  Produced
Programming shall inure to the sole benefit of Licensor.

                  (b) Work For Hire.  Subject to Section 2.4, any Branded Format
Programming or any Localized Licensed  Programming produced by the Company shall
be a work made for hire specially ordered or commissioned by Licensor within the
meaning  of the  United  States  Copyright  Act,  made for the sole  benefit  of
Licensor and Licensor  shall be the sole and  exclusive  owner  thereof.  In the
event that any right, title or interest, except for any right, title or interest
granted to the Company hereunder to any Branded Format  Programming or Localized
Branded  Programming,  or part  thereof,  may not, by operation of law,  vest in
Licensor, then the Company hereby conveys, transfers and assigns to Licensor all
right,  title and interest,  except for any right,  title or interest granted to
the Company hereunder throughout the world and without further consideration, in
and  to  such  Branded  Format  Programming  or  Localized  Branded  Programming
retroactive  to the date of  creation.  The  assignment  of the  Branded  Format
Programming or Localized  Branded  Programming  under this Section  includes all
rights of paternity, integrity,  attribution and withdrawal and any other rights
known as, or substantially


                                       14
<PAGE>

similar to, "moral  rights." To the extent such moral rights may not be assigned
under  applicable  law and to the extent such  assignment  is not allowed by the
laws in the various countries moral rights exist, the Company hereby waives such
moral rights and consents to any action that would  violate such moral rights in
the absence of such consent.

                  (c) All Other  Rights  Retained by  Licensor;  Covenant not to
Challenge.  All  rights  not  expressly  granted to the  Company  hereunder  are
reserved  by  Licensor  for  its  own  use and  benefit.  Without  limiting  the
generality  of the  foregoing,  the Company  shall not challenge the validity of
Licensor's  ownership of the Licensed  Programming or any intellectual  property
registration  or application for  registration  thereof or contest the fact that
the Company's rights under this Agreement are solely those of the Company, which
rights shall terminate in accordance with the provisions of Section 9.

            2.6. Use Rights. Licensor shall have the exclusive rights to Branded
Company  Produced  Programming,  Branded Format  Programming and Branded Company
Format Programming as set forth in the Amended  Distribution  Agreement.  In the
event that Licensor desires to use Branded Company Produced Programming, Branded
Format  Programming or Branded Company Format  Programming other than on Playboy
TV en Espanol,  the parties shall negotiate in good faith  reasonable  financial
terms for such distribution on a case-by-case  basis. In the event that Licensor
desires to use Branded Company Produced Programming,  Branded Format Programming
and Branded  Company  Format  Programming  produced  for the  Playboy  Lifestyle
Business  in the US  Lifestyle  Territory  and  all  applicable  non-competition
provisions  set forth in Section 14.3 of the Company  Operating  Agreement  have
expired,  the parties shall negotiate in good faith  reasonable  financial terms
for such distribution on a case-by-case basis.

            2.7. Services Provided by Licensor.  In addition to any License Fees
payable to  Licensor  pursuant  to Section 7, the  Company  will be  entitled to
purchase from Licensor  specific  services,  which  request  Licensor  shall not
unreasonably  refuse,  which  Licensor  routinely  performs  for itself (such as
creative services, the creation of on-air promos,  Customer Service and Shipping
Department services as described in Section 6.1 hereof, and residual accounting)
at Licensor's  actual direct cost,  without  mark-up,  but including all related
staffing costs.

      3. TRADEMARK LICENSE AND QUALITY CONTROL.

            3.1. Grant of Exclusive License.

                  (a)  Company  Rights.  Upon  and  subject  to  the  terms  and
conditions set forth in this  Agreement,  Licensor hereby grants to the Company,
and the  Company  hereby  accepts,  an  exclusive  license  to use the  Licensor
Trademarks in the Territory in connection with: (i) the broadcast,  transmission
and  distribution of the Company Service and the applicable  Programs as part of
the Company  Service;  (ii) the Company's  sublicensing  rights provided herein;
(iii) the promotion  and marketing of the Company  Service in any and all media,
now known or  hereafter  devised,  and the  applicable  Programs  as part of the
Company  Service,  including  through  the  use of  Trade  Materials,  provided,
however,  that the Company shall not conduct any such promotion or marketing via
Transmission  Control Protocol  ("TCP"),  TCP/Internet  Protocol,  or similar or
successor network or protocol, unless such promotion or marketing takes place on
an Internet site that is  controlled  by Licensor or its  Affiliates or that has


                                       15
<PAGE>

been approved in writing (and not  withdrawn) by Licensor;  and (iv) the Playboy
Lifestyle Business.  Notwithstanding  the foregoing,  the Company shall not have
any right to use any of the Licensor  Trademarks  on or in  connection  with any
Program that is not Licensed Programming except for Programs acquired from third
parties for the Playboy Lifestyle Programming Services (provided that the use of
such Licensor  Trademarks in connection with such acquired  Programs are subject
to the written consent of PEGI, not to be  unreasonably  withheld or delayed) or
as the name of the channel on which such  Program is broadcast or as approved by
Licensor in  connection  with any Company  Produced  Programming.  Further,  the
Company  shall  not  have  the  right to use the  Licensor  Trademarks  on or in
connection with any product,  goods or services except the Company Service,  the
Programs  and the  Playboy  Lifestyle  Business  (provided  that the use of such
Licensor  Trademarks  in  connection  with such  product,  goods or services are
subject to the  written  consent of PEGI,  not to be  unreasonably  withheld  or
delayed).  Upon and  subject  to the  terms  and  conditions  set  forth in this
Agreement,  Licensor  hereby  grants  to the  Company,  and the  Company  hereby
accepts, a limited,  non-exclusive license to use the Licensor Trademarks in the
Portuguese Africa Distribution  Territory in connection with: (i) the broadcast,
transmission  and  distribution  of the PTVLA Portugal Feed,  (ii) the Company's
sublicensing  rights provided  herein;  and (iii) the promotion and marketing of
the PTVLA Portugal Feed, including through the use of Trade Materials, provided,
however,  that the Company shall not conduct any such promotion or marketing via
TCP, TCP/Internet Protocol, or similar or successor network or protocol,  unless
such  promotion or marketing  takes place on an Internet site that is controlled
by  Licensor or its  Affiliates  or that has been  approved in writing  (and not
withdrawn) by Licensor.

In the event the Playboy  Lifestyle  Channel USA is launched in the US Lifestyle
Territory in accordance with the terms of the Company Operating Agreement,  upon
and  subject to the terms and  conditions  set forth in this  Agreement  and the
Company  Operating  Agreement,  Licensor  hereby grants to the Company,  and the
Company hereby accepts,  a non exclusive license to use the Licensor  Trademarks
in  the  US  Lifestyle   Territory  in  connection   with:  (i)  the  broadcast,
transmission  and  distribution of the Playboy  Lifestyle  Channel USA; (ii) the
Company's   sublicensing   rights  in  connection  with  the  Playboy  Lifestyle
Programming  Services;  and (iii) the  promotion  and  marketing  of the Playboy
Lifestyle  Programming  Services,  including through the use of Trade Materials,
provided,  however,  that the Company  shall not conduct any such  promotion  or
marketing via TCP,  TCP/Internet  Protocol,  or similar or successor  network or
protocol,  unless such  promotion or marketing  takes place on an Internet  site
that is  controlled  by Licensor or its  Affiliates or that has been approved in
writing (and not withdrawn) by Licensor.

                  (b)  Prohibited  Licensor  Activity  Relating  to Media in the
Territory. During the Term, Licensor shall not itself use or authorize any other
person to use the Licensor  Trademarks or any  confusingly  similar  designation
within  the  Territory  in  connection  with Media in the  Territory  other than
Internet  promotion and marketing for the Company  Service;  provided,  however,
that the following shall not constitute a breach of this  sub-paragraph  3.1(b):
(i) use of the Licensor  Trademarks or any  confusingly  similar  designation in
customary  production,  presentation and logo credits in advertising for and the
title or end credits  sequences of programs  licensed to others in the Territory
as  permitted  hereunder,  and  (ii)  use  of  the  Licensor  Trademarks  or any
confusingly similar designation in connection with any Media, or any programs or
other items of any description  included in any Media, which is not intended for
general  reception  in the  Territory  but is received in the  Territory  due to
unintentional  spillover,


                                       16
<PAGE>

so long as that Media was  transmitted  in a manner  not  intended  for  general
reception in the Territory.

                  (c) Portuguese Africa Distribution Territory. Upon and subject
to the terms and conditions set forth in this Agreement,  the Company shall have
the right to transmit,  exhibit,  broadcast,  telecast, exploit, edit (solely in
accordance with Section 2.2(e)), distribute,  advertise, promote, publicize, and
make available to system  operators the PTVLA Portugal Feed for  exploitation in
the Portuguese Africa Distribution  Territory during the Term. For clarification
purposes  only,  the rights  granted  under this  paragraph (c) are granted on a
non-exclusive basis.

            3.2. All Other Rights Retained by Licensor. All rights not expressly
granted to the Company hereunder or expressly  restricted hereunder are reserved
to Licensor for its own use and benefit.  Without limiting the generality of the
foregoing,  nothing in this Agreement  shall prevent  Licensor from doing any or
all of the following: (a) subject to the restrictions set forth herein, using or
granting one or more others the right or license to use the Licensor  Trademarks
outside of the Media in any area of the world including the Territory; (b) using
or  granting  one or more  others  the  right  or  license  to use the  Licensor
Trademarks  on or in  connection  with Media in any area of the world other than
the Territory;  (c) using or granting one or more others the right or license to
use the Licensor  Trademarks on or in connection  with any service (other than a
service in the Media and the  activities  described  in Section  2.2 and Section
2.1(g) (Alta Loma) of this  Agreement) or goods in any or all areas of the world
including the Territory;  and (d) retaining and exercising the exclusive  rights
hereby reserved to Licensor to design, manufacture, advertise, promote, sell and
distribute and license the design, manufacture, advertising, promotion, sale and
distribution  of any and all  products  and  services in any or all areas of the
world including the Territory other than Media in the Territory.

            3.3.  Restriction on Sub-Licensing.  Licensor  acknowledges that for
the Company to conduct its business the Company will need to procure licenses of
the Licensor  Trademarks for use by systems operators and other  distributors of
the Programming for the purposes of distributing,  marketing or advertising such
Branded  Channels or Branded  Programming  in the Territory  (each, a "Permitted
Sublicensee").  Licensor  agrees  that it will enter into  trademark  sublicense
agreements with the Company and Permitted Sublicensees pursuant to the permitted
grant of any  Sublicense  of Licensed  Programming  hereunder.  The term of such
sublicense agreements will be consistent with Licensor's customary practices for
licenses of similar scope and will provide  Licensor with rights of approval and
control  reasonably  satisfactory to Licensor;  provided that the license fee or
other payment terms will be in the  discretion of the Company.  The Company will
not  otherwise  sub-license  any of the  Trademarks  without  the prior  written
consent of Licensor.

            3.4. Duration of License.  The trademark license granted pursuant to
this Section 3 shall  continue in force until any  termination of this Agreement
in accordance with the provisions of Section 9.

            3.5.  Company's Right of First  Negotiation.  If Licensor (or any of
its  Affiliates)  proposes to enter into a new license of the  Trademarks in any
region of the Territory for any use in broadcast  media other than the Media and
other than with respect to any edition of


                                       17
<PAGE>

the "Playboy"  Magazine or an option or renewal of license  granted prior to the
commencement of the Agreement and which could  reasonably be expected to compete
with  the  Company  Service  or the  Playboy  Lifestyle  Business  (a  "Proposed
Activity"),  it will grant the Company a first opportunity to negotiate for such
a  license.  The  parties  will  negotiate  in good  faith the terms of any such
license,  except that if Licensor (or its  Affiliate)  determines  in good faith
either  that the  Company  cannot  provide the  required  level of service  with
respect to the Proposed  Activity or produce for Licensor (or its Affiliate) the
revenues expected from such Proposed  Activity,  Licensor (or its Affiliate) may
license the Trademarks for such Proposed Activity to a third party.

            3.6. Restriction on Scope of Services.  During the Term, the Company
shall not be involved in providing  any  television  program  service or channel
using the Licensor  Trademarks which is intended for general reception,  whether
by use of  decoder  devices  or  otherwise,  outside  the  Territory;  provided,
however,  that,  a  television  program  service or channel  using the  Licensor
Trademarks that is received outside the Territory due to unintentional spillover
shall  not  constitute  a  breach  of  this  Agreement  so  long  as it was  not
transmitted in a manner intended for general reception outside the Territory.

            3.7. Restrictions on Modifications of Trademarks.  The Company shall
not use,  cause or  authorize  to be used any word,  device,  design,  slogan or
symbol confusingly similar to any or all of the Licensor Trademarks other than a
Licensor Trademark. Without limiting the generality of the foregoing, during the
Term,  any or all of the  following  shall not be used by the  Company  on or in
connection  with the  Company  Service or the  Programs  without,  in each case,
Licensor's express prior written consent:  (i) permutations of any or all of the
Licensor  Trademarks;  (ii) secondary or combination  marks including or derived
from any of the Licensor Trademarks;  (iii) new words, devices, designs, slogans
or symbols derived from any of the Licensor Trademarks.

Notwithstanding the foregoing,  Licensor shall not withhold consent for any mark
that  would  otherwise  violate  this  Section  (collectively  "Branded  Company
Originated  Marks") unless it reasonably  determines  that such Branded  Company
Originated  Mark or the Company's  intended use thereof would be  detrimental to
the Licensor  Trademarks or Licensor.  Upon  termination of this Agreement,  the
Company shall immediately cease all use of any Branded Company  Originated Marks
and Licensor and the Company shall negotiate in good faith terms for the sale of
such Branded Company Originated Marks to Licensor.

            3.8.  License of Additional  Trademarks.  Licensor  hereby agrees to
include as Licensor Trademarks licensed hereunder with respect to the applicable
Company  Service  and the  Playboy  Lifestyle  Business  (i) any  trademarks  or
permutations,  secondary,  combination or derivative marks owned by Licensor and
its  Affiliates  and  used  in  connection  with  the  broadcast,  transmission,
advertising  or promotion of the Licensed  Programming  in the United States and
worldwide  outside  the  Territory  provided  that the same are,  in  Licensor's
reasonable determination, at such time applicable to the Company Service, as the
case may be, and are  available for use by the Company  pursuant  hereto and are
available for registration by Licensor in the Territory, and (ii) any other mark
to which  Licensor  consents to include  pursuant  hereto (all of such marks the
"Licensor  Additional  Marks").  The  Company  may not  attempt to  register  or
otherwise  gain any other  rights  than as set forth  herein in and to  Licensor
Additional  Marks.  If,  in  Licensor's  reasonable  discretion,  based  on  the
Company's  use in the  Territory of such


                                       18
<PAGE>

Licensor  Additional  Marks,  Licensor  elects  to  register  any such  Licensor
Additional Marks in the Territory,  the Company shall reimburse Licensor for the
costs of such  registration and the maintenance  thereof during the Term, if the
Company  elects to continue  such use.  The Company will at  Licensor's  written
request,  and at  Licensor's  cost,  register and  maintain any Branded  Company
Originated Mark that Licensor approves pursuant hereto, if the Company elects to
continue such use.

            3.9. Quality Control. All Programs and other material transmitted by
the Company shall comply with the  specifications set forth in this Section 3.9.
Licensor  acknowledges  that the Venus  Channel  and any  Unbranded  Channel  or
Program is not subject to this Section 3.9.

                  (a) Program Restrictions. Although the Programs transmitted by
the  Company  Service  will  depict  nudity  and will allow  strong or  explicit
language, the Company is prohibited from transmitting and covenants that it will
not knowingly permit, on the Branded Channels, the transmission or exhibition of
scenes,  Wallpaper,  or other material  depicting any of the following:  (i) the
glorification  of  violence or  gratuitous  violence;  (ii) rape,  nonconsensual
intercourse or other  nonconsensual  sexual  activity;  (iii)  bondage,  incest,
sadism or masochism,  bestiality,  extreme  sexual  explicitness  or the graphic
close-up of genitals; or (iv) child pornography,  including, without limitation,
instances  where an actor is the legal age for consent but is portrayed as under
the legal age for consent.  In that regard,  no actor will appear nude or engage
in sexual conduct in any Program who is not at least the age of majority  (e.g.,
eighteen (18) years of age in the United  States)  consistent  with the laws and
regulations  of each  jurisdiction  within the  Territory  where such Program is
transmitted.  Notwithstanding  the  foregoing,  (i)  the  standards  applied  by
Licensor  from time to time for  Playboy  TV in the United  States  shall be the
controlling  standards and any material  transmitted  on Playboy TV or the Spice
Networks shall be deemed  acceptable by Licensor for transmission on the Branded
Channels and (ii) any  materials  provided,  or approved by Licensor  under this
Agreement shall be deemed acceptable for transmission on the Branded Channels.

                  (b)   Advertising   and  Home   Shopping   Restrictions.   All
advertising  transmitted on the Branded Channels,  exhibited through  Wallpaper,
and all direct  marketing  activities  conducted on the Branded  Channels  shall
comply  with  the  specifications  set  forth  in this  Section  3.9(b)  and all
applicable laws and regulations in the Territory. The Company shall not transmit
advertising or direct marketing programs or exhibit Wallpaper or other materials
which advertise or promote any of the following: (i) firearms (or advertisements
from any gun lobby  organization)  and other  weapons,  explosives or fireworks;
(ii) massage parlors, sex clubs,  sexually explicit audio-visual products (e.g.,
X-rated or similar "hard core" videos),  sex toys,  materials  depicting graphic
sexual conduct or depicting any matter subject to the  restrictions set forth in
Section 3.9(a) above; (iii) classified advertising,  including,  but not limited
to, psychics or similar persons or services;  (iv) religious  organizations  and
cults; or (v) magazines which compete with any edition of the "Playboy" magazine
or any other  publication,  product or service  published,  produced,  financed,
branded,  identified  with or  distributed  by any  Person who is engaged in the
publication or distribution  of any magazine  which,  in Licensor's  discretion,
competes  with any  edition of the  "Playboy"  magazine  (whether  in the print,
television  or Internet  industry,  or any other medium of delivery now known or
hereinafter  created) ("Playboy  Competition").  Further,  the Company shall not
advertise  or  promote  the  Branded  Channels  or


                                       19
<PAGE>

otherwise use the Licensor Trademarks in any media in connection with any of the
foregoing.  Notwithstanding the foregoing, and Wallpaper,  advertising or direct
marketing  programs  provided  by Licensor  under this  Agreement  or  otherwise
expressly approved in writing by Licensor shall be deemed acceptable by Licensor
for distribution and display on the Branded Channels.

                  (c)  Inspection  Rights.  Except  for any  items  or  Programs
prepared or provided by Licensor,  the Company  shall submit to Licensor for its
inspection  representative  samples of all items and  materials  with respect to
which a Licensor  Trademark  is utilized  pursuant  hereto  (including,  without
limitation,  any Programs,  all  advertising,  and all promotional and marketing
materials) for Licensor's prior written approval at least ten (10) days prior to
their intended  distribution.  If Licensor does not reply to any such submission
within ten (10) days, such submission will be deemed rejected.

            3.10.  Title and Protection of the Licensor  Trademarks;  Use of the
Licensor Trademarks. The Company hereby acknowledges that except for the license
expressly  granted in this Agreement,  the Company has not acquired and will not
acquire any rights,  title or interest in the Licensor  Trademarks  by reason of
this Agreement and further  acknowledges each of the following:  the great value
of  the  goodwill  associated  with  the  Licensor  Trademarks;   the  worldwide
recognition  thereof;  that the proprietary rights therein  (including,  without
limitation,  all  rights  that  Licensor  may have by  virtue  of  international
agreements  that  protect  famous  marks and common law rights) and the goodwill
associated  therewith  are  solely  owned by and  belong to  Licensor;  that the
Licensor  Trademarks and other related words,  devices,  designs and symbols are
inherently  distinctive or have secondary  meaning firmly associated in the mind
of the general public with Licensor, the respective  subsidiaries and Affiliates
and their  activities;  and that all  additional  goodwill  associated  with the
Licensor  Trademarks created through the use of such Licensor  Trademarks by the
Company shall inure to the sole benefit of Licensor.  The Company  agrees not to
use the Licensor Trademarks in any manner which,  directly or indirectly,  would
dilute,  demean,  ridicule  or  otherwise  tarnish  the  image  of the  Licensor
Trademarks or Licensor, or any of its Affiliates. During and after the Term, the
Company shall not:

                  (a)  attack  or  question  the  validity  of,  or  assist  any
individual or entity in attacking or questioning,  the title or any rights of or
claims by any or all of Licensor,  its  subsidiaries  and  Affiliates  and their
respective  licensees and sublicensees in and to the Licensor  Trademarks or any
other  trademark,  copyright or such other  intellectual or intangible  property
associated  or  connected  with  Licensor,  its  respective  Affiliates,   their
publications, published material and activities;

                  (b) directly or indirectly seek for itself or assist any third
party to use or acquire any rights,  proprietary  or  otherwise,  in any patent,
trademark,   copyright  or  such  other  intellectual  or  intangible   property
associated or connected  with  Licensor,  its  Affiliates,  their  publications,
published  material or  activities,  without,  in each case,  the prior  express
written consent of Licensor;

                  (c)  in  any  way  seek  to  avoid  the  Company's  duties  or
obligations  under this Agreement  because of the assertion or allegation by any
individual or entity that any


                                       20
<PAGE>

or all of the  Licensor  Trademarks  are  invalid  or by reason  of any  contest
concerning the rights of or claimed by Licensor; or

                  (d) file or prosecute one or more  trademark  applications  in
connection with the Company's use or intended use of the Licensor  Trademarks or
any mark or designation  of any kind that is confusingly  similar to or dilutive
of the Licensor  Trademarks,  unless expressly  requested to do so in writing by
Licensor.

            3.11.  Form.  The Company  shall use the Licensor  Trademarks in the
form  stipulated  by Licensor and shall  include such  trademark  and  copyright
notices as Licensor may request in connection  with the protection of Licensor's
ownership  of the  Licensor  Trademarks.  The  Company  shall also  observe  all
directions given by Licensor as to colors and size of the representations of the
Licensor  Trademarks  and their manner and  disposition  in connection  with the
Programs.

            3.12. Maintenance of Distinctive Quality of Licensor Trademarks. The
use of the Licensor  Trademarks  by the Company shall at all times be in keeping
with and seek to maintain their  distinctiveness and reputation as determined by
Licensor.

            3.13.  Advertising  and Publicity.  The Company hereby  acknowledges
that, as between the Company and Licensor,  the Licensor Trademarks are the sole
and exclusive  property of Licensor.  The Company,  and any  sublicensee  of the
Licensed  Programming  and solely in connection  with the  sublicensed  Licensed
Programming,  shall have the right to develop and  distribute in the  Territory,
and  with  respect  to  the  PTVLA  Portugal  Feed,  in  the  Portuguese  Africa
Distribution  Territory,   advertising,   publicity  and  promotional  materials
relating  to  the  Company  Service  and  the  Programs,  including  advertising
telecasts of the Programs or any person  appearing  therein (unless Licensor has
specifically notified the Company to the contrary);  provided, however, that any
such  advertising,  publicity  and  promotional  materials  (other than material
obtained  directly  from  Licensor)  shall  comply with  applicable  law and the
following restrictions:

                  (a) all such materials shall comply with the  restrictions set
forth in this Section 3 and be subject to Licensor's  approval  rights  pursuant
thereto;

                  (b) all such  materials  shall  clearly  identify the Licensor
Trademarks with a legible credit line with the wording "Playboy" (or the `Rabbit
Head  Design,'  etc.) is the mark of and used with the  permission of Playboy or
its  Affiliates,  as the case  may be,  or such  other  words  as  Licensor  may
designate from time to time;

                  (c) in no event may any advertising,  publicity or promotional
material using the names of Licensor,  the name of a Branded Program or the name
of  any  person  appearing  in a  Branded  Program  be  used  to  constitute  an
endorsement, express or implied, of any party, sponsor, product or service; and

                  (d) in no event without  Licensor's  prior  approval,  in each
instance,  may any  advertising,  publicity  or  promotional  material be in any
language other than Spanish, Portuguese or English.


                                       21
<PAGE>

Other than as expressly set forth in this  Agreement,  the Company shall make no
use of the Licensor  Trademarks or any confusingly  similar  designation without
the prior  express  written  consent of Licensor in each  instance.  The Company
shall also make no use whatsoever of any other trademark,  trade name or service
mark that is the property of Licensor or any of its Affiliates without the prior
express  written  consent of Licensor in each  instance.  The Company  similarly
agrees that it will not  authorize  or purport to  authorize  any third party to
make any such use and, if Licensor's  consent  thereto is obtained in accordance
with this Section 3, it will  expressly  provide in any  applicable  third-party
agreements  that such third  parties will only be entitled to use such names and
marks  on  material  supplied  to them by the  Company  in  accordance  with the
Company's rights hereunder.

            3.14. Ownership of the Licensor Trademarks.

                  (a)  Prosecution  and  Maintenance  of  Licensor   Trademarks.
Licensor  shall  pay all  renewal  fees  and  take  such  other  actions  as are
commercially  reasonable  to  prosecute  the  applications  for and maintain the
registrations of the Licensor Trademarks in the Territory during the Term.

                  (b)  Cooperation of Company.  The Company will on request give
to Licensor or its authorized  representative  any  information as to its use of
the Licensor  Trademarks  which  Licensor may require and will render during the
Term  any  assistance   reasonably  required  by  Licensor  in  registering  and
maintaining the registrations of the Licensor Trademarks.

                  (c)  Covenant  of  Company.  The  Company  will  not  make any
representation  or do any act to the  effect  that it has any  right,  title  or
interest in or to the ownership or use of any of the Licensor  Trademarks except
under the terms of this Agreement.

                  (d)  Cooperation of Parties to Register  Licensor  Trademarks.
Each party shall at its own expense,  if required by the other, do all such acts
and  execute  all such  documents  as may be  necessary  to confirm  the license
granted hereunder in respect of any of the Licensor Trademarks and to record the
Company  as a  registered  user of the  registered  Licensor  Trademarks  on the
trademarks  register in the  Territory.  The Company hereby agrees that any such
entry with  respect to any  Company  Service on any  trademark  register  may be
cancelled  by Licensor on  termination  of this  Agreement  with respect to such
Company Service,  for whatever reason,  and that it will assist Licensor insofar
as may be  necessary  to achieve such  cancellation  including by executing  any
necessary documents.

            3.15. Infringements.

                  (a)  Notice.  Each  party  shall as soon as it  becomes  aware
thereof  give the other  written  notice of (i) any use or  proposed  use by any
other person, firm or company of a trade name,  trademark or trade dress or mode
of promotion or advertising which amounts or might amount either to infringement
in the Territory of Licensor's rights in connection with the Licensor Trademarks
or to passing  off in the  Territory,  and (ii) any  allegation  or claim by any
other person,  firm or company that any of the Licensor  Trademarks  are invalid
within the Territory or that use of any of the Licensor Trademarks infringes any
rights of another  party or


                                       22
<PAGE>

that any of the Licensor  Trademarks  are  otherwise  attacked or open to attack
within the Territory.

                  (b) Control of Proceedings. Licensor shall have the sole right
to control and conduct all proceedings relating to any claim or suit arising out
of or relating to any of the matters  described  in this Section 3 and to decide
what action (if any) to take in respect thereof. The Company expressly covenants
no  discussions  by the  Company  whatsoever  with  any  and all  claimants  and
litigants,  no  compromise or settlement by the Company of any claim or suit and
no  negotiations  by the Company with respect to any  compromise  or  settlement
shall be had,  made or  entered  into  without  the prior  written  approval  of
Licensor.

                  (c) Procedures and Costs.  Licensor shall bear the cost of all
proceedings  pursuant  to this  Section 3 and shall be  entitled  to retain  any
damages recovered  pursuant to such proceeding.  At Licensor's cost, the Company
shall provide any assistance  reasonably requested by Licensor,  and the Company
shall agree to being joined as a party in any such  proceeding at the request of
Licensor. The parties may mutually agree to jointly conduct and control any such
proceeding,  in which case the costs and proceeds thereof shall be borne equally
by the parties.

                  (d)  Equitable  Relief.  The  Company  acknowledges  that  the
Company's failure to cease using the Licensor  Trademarks upon the expiration or
termination of this Agreement,  will result in irreparable  harm to Licensor for
which there is no adequate remedy at law.  Accordingly,  in such event, Licensor
shall be entitled to preliminary or temporary equitable relief in any Federal or
State court of competent jurisdiction located in the State of California without
regard to the  provisions  of Section 12,  without the necessity of posting bond
unless  otherwise  required  by  applicable  law  by  way  of  any or all of the
temporary  and  permanent  injunctions  and such  other  relief  as any court of
competent jurisdiction may deem just and proper.

                  (e) Use of the Term "Licensor".  As used in this Section 3, in
each instance,  "Licensor" shall mean Licensor or its licensees, as the case may
be.

      4. LICENSE TERM AND MEDIA HOLDBACKS.

            4.1.  License  Term.  In each  instance,  the term of the  Company's
rights in and to any Licensed  Programming  shall begin upon the availability of
such Licensed  Programming to the Company,  and shall end on the sooner to occur
of: (i) the term of Licensor's  rights in and to such Licensed  Programming;  or
(ii) the duration of the Term.

            4.2. No Home Video  Rights.  The Company shall not have the right to
distribute  any Licensed  Programming  for  non-public  exhibition  in a private
residence by means of discs,  cassettes or electronic  analog or digital storage
devices now existing or invented in the future ("Home Video Rights"). Home Video
Rights shall not include any decoding, recording or storage devices (whether now
existing or hereinafter  devised)  which allow viewers to view,  record or store
programs broadcast via the Media.

            4.3.  Other Home Video  Rights.  The Company  acknowledges  that, in
certain cases,  Licensor may be offered the rights in the Media in the Territory
as part of Licensor's


                                       23
<PAGE>

acquisition of Home Video Rights.  Licensor shall obtain these Media rights,  in
its  discretion,  provided that, in the event the fees for such Media rights are
unreasonable,  Licensor  shall  consult  with the  Company  and obtain the Media
rights for the Company at the  Company's own cost.  Nothing  herein shall effect
Licensor's rights to acquire separately the Home Video Rights.

      5. CENSORSHIP; WITHDRAWAL OF PROGRAMS.

            5.1.  Censorship.  The  Company is willing to accept and pay for the
Existing  Library and New Programs  regardless of censorship  regulations or the
potential  for same  throughout  the Territory or in any  individual  country or
political subdivision within the Territory.  The Company will elect,  consistent
with  applicable  law,  either to: (i) edit out the  Programming  as supplied by
Licensor,  provided  that the  storyline of such edited  Programming  may not be
altered,  (ii) blackout the region(s) where the censorship  problem  occurs,  or
(iii) not use such  Programming,  provided,  that any such effected New Programs
nonetheless  shall count towards the  requirements  set forth in Section 2.1(e).
All costs of editing  and/or  blackout  will be borne by the Company;  provided,
that the  Company  will make  good  faith  efforts  to  obtain  waivers  of such
restrictions  or will  permit  Licensor  to make such  efforts  on behalf of the
Company. Without limiting the Company's rights under Section 2.2(e), the Company
will only make such cuts or deletions as are  necessary to conform to applicable
censorship regulations.

            5.2. Withdrawal of Programs.

                  (a)  Notwithstanding  any other term of this  Agreement to the
contrary,  Licensor  may, in its sole but  reasonable  discretion,  withdraw any
Program if Licensor  determines  that the  transmission  thereof  would or might
reasonably be expected to (i) infringe  upon the rights of others;  (ii) violate
the law, court order,  government regulation or other ruling of any governmental
agency;  or (iii) subject Licensor to any liability,  other than due to a breach
by Licensor of its covenants and representations in this Agreement.

                  (b) If Licensor elects to withdraw any Program as set forth in
paragraph 5.2(a) above before any telecast,  the Company will have the right, in
its  sole  discretion,  to  require  Licensor  to  deliver  another  program  of
comparable  quality  (which  program will  constitute a Program  hereunder).  If
Licensor  elects to  withdraw  any  Program,  any  transportation,  dubbing  and
assembly  costs  incurred and paid by the Company with respect to the  withdrawn
Program will be refunded by Licensor promptly upon the Company's presentation of
reasonable evidence of such expenditures.

                  (c) If a  withdrawn  Program has been  delivered,  the Company
will, at Licensor's request,  either promptly erase such Program or return it to
Licensor at Licensor's expense.

            5.3. Advertising.

                  (a) In all advertising  and publicity  relating to any Branded
Program  or  any  transmission   thereof,  the  Company  will  comply  with  the
advertising and billing credit requirements  furnished by Licensor.  The Company
will not make or permit to be made, in any advertising,  publicity or otherwise,
any statements which (i) constitute or may be understood to be an endorsement of
any sponsor, product, article or service by Licensor or any of its Affiliates


                                       24
<PAGE>

or by any person or entity that appears in or otherwise  renders any services or
provides any materials for use in any Branded Program or (ii) indicate or may be
understood to indicate the Licensor,  any of its Affiliates,  or any person that
appears in or otherwise  renders any services or provides any  materials for use
in any Program is connected or associated with any sponsor,  product, article or
service.

                  (b) The Company will not advertise or promote,  in any manner,
any Program withdrawn by Licensor.

                  (c) The Company  will not  authorize  or permit any excerpt or
clip from any  Branded  Program  to be used for  promotional  purposes  to be in
excess of one (1) minute in length.

                  (d) The  Company  will not  advertise  or promote  any Branded
Program  earlier  than  sixty  (60) days  prior to the first day of the month in
which the Branded Program will first air.

      6. DELIVERY AND RETURN.

            6.1.  Access and  Delivery  Items.  The  Company  will have full and
immediate access to all Delivery  Materials set forth on Schedule 6.1, and other
tangible manifestations of the rights licensed hereunder, solely as requested by
the Company from Licensor's Customer Service and Shipping  Department,  or other
designee as Licensor may from time-to-time designate. Licensor shall provide the
Company, at no extra cost to the Company,  with one original copy of each of the
Delivery Materials and shall provide the same for all Programs, Acquired Movies,
Wallpaper  or any other  content  required to be made  available  to the Company
hereunder from time-to-time during the Term.

            6.2. Title to Delivery Materials.  It is expressly agreed that title
in and to any Delivery Material provided to the Company hereunder will remain in
Licensor at all times and that title, including copyrights therein, will vest in
Licensor upon the creation  thereof,  subject only to the possession and control
thereof by the Company from the date of delivery  through the end of the related
license period solely for the purposes of exercising its rights  hereunder.  The
Company will execute,  acknowledge  and deliver to Licensor any  instruments  of
transfer,  conveyance  or  assignment  in  or to  any  such  Delivery  Materials
necessary or desirable to evidence or effectuate  Licensor's  ownership  thereof
and in the event that the Company  fails or refuses to execute,  acknowledge  or
deliver any such instrument or documents then Licensor will be deemed to be, and
the Company hereby nominates,  constitutes and appoints  Licensor,  its true and
lawful attorney-in-fact  irrevocably to execute and deliver all such instruments
in the Company's name or otherwise,  it being  acknowledged that such power is a
power  coupled with an interest.  The Company will not have the right to use any
Delivery  Materials  except in the exercise of the rights granted to the Company
hereunder and in accordance with all limitations on said rights as are contained
in this Agreement.

      7. PROGRAM AND TRADEMARK LICENSE FEES; OTHER FEES. The Company will pay to
Licensor  each Fiscal Year  license  fees (the  "License  Fees")  equal to a sum
computed as (A) the greater of: (i)  seventeen and one-half  percent  (17.5%) of
the aggregate Net


                                       25
<PAGE>

Revenue of the Company;  or (ii) the Company  Guaranteed Minimum License Fee (as
described  below),  plus (B) six percent (6%) of the aggregate Playboy Lifestyle
Net Revenue (as described  below)(the  "Playboy Lifestyle Net Revenue Fee"). For
purposes  hereof,  "Company  Guaranteed  Minimum License Fee" means: (x) for the
year 2002, three million seven hundred thousand dollars  ($3,700,000),  of which
the pro rated  amount for nine  calendar  months of such year equals two million
seven hundred and seventy-five thousand dollars  ($2,775,000);  (y) for the year
2003, four million dollars ($4,000,000); and (z) for each subsequent twelve (12)
month period,  the Company Guaranteed Minimum License Fee shall be adjusted each
year by any change in the CPI.  As used  herein,  the term "Net  Revenue"  means
gross revenues earned and actually  collected,  less any applicable  withholding
taxes,  excluding:  (I) the PTVLA  Channel  Distribution  Fee (as defined in the
Amended Distribution Agreement); (II) amounts paid to the Company by Playboy.com
pursuant to Section 5.1 of the First Amended and Restated Web Site Revenue Share
Agreement  dated the date  hereof  among the  Company,  Playboy.com,  Inc.,  and
Claxson  Interactive  Group Inc.; (III) any revenues from (A)  advertising;  (B)
from the sublicense of any Unbranded  Company Format  Programming  and Unbranded
Company  Produced  Programming;  and (C) revenues from the  exploitation  by the
Company of any Alta Loma  Program  rights  acquired  by the  Company as Licensed
Programming pursuant to Section 2.1(g)(1),  to the extent that such revenues can
be separately identified;  (IV) any revenues received by the Company pursuant to
that certain Wireless Distribution Agreement dated September 1, 2005 between the
Company and  Playboy.com,  Inc.,  as  amended;  (V) any  Playboy  Lifestyle  Net
Revenues;  (VI) the PTVLA Portugal Feed Net Revenues;  (VII) amounts paid to the
Company  from  Licensor  pursuant to Section  7.8 and (VIII)  amount paid to the
Company  from  Licensor  pursuant  to the  Iberia  Arrangements  as set forth in
Section  3.6 of the  Company  Operating  Agreement.  As used  herein,  the  term
"Playboy  Lifestyle  Net  Revenue"  means the gross annual  revenues  earned and
actually  collected  for the Playboy  Lifestyle  Business,  less any  applicable
withholding taxes. Notwithstanding the foregoing, in the event this Agreement is
terminated  or expires,  any License  Fees owed to Licensor  hereunder  shall be
adjusted on a pro rata basis based on the date of such termination or expiration
during such Fiscal Year.

            7.1. Due and  Payable.  The License Fees shall be due and payable to
Licensor as follows:  (i) the Company  Guaranteed  Minimum  License Fee shall be
paid in equal monthly  installments within thirty (30) days after the end of the
respective  month;  (ii) any  overages  based on Net  Revenue  above the Company
Guaranteed  Minimum License Fee and the Playboy  Lifestyle Net Revenue Fee shall
be calculated at the end of each fiscal quarter and paid within thirty (30) days
thereafter.  Any necessary  adjustments thereto shall be made within thirty (30)
days after the Company receives audited financial statements.

            7.2. Wire  Transfers.  Payments of License Fees will be made by wire
transfer of immediately  available  funds,  net of any  withholding  required by
applicable  law.  Licensor will from time to time designate one or more accounts
into which such payments  will be made and may designate one or more  Affiliates
to receive such payments.

            7.3. Late Payment.  Any payment not made when due will bear interest
from the date due to and  including  the date  payment in full is made at a rate
equal to the reference rate of the Bank of America for U.S.  domestic  customers
as in effect on the date payment was due.


                                       26
<PAGE>

            7.4.  Restricted  Funds.  Monies  actually  received  by the Company
outside the U.S. in U.S.  dollars or in a currency  freely  convertible  to U.S.
dollars and freely  remittable to the U.S. shall be deemed to have been received
by the Company as of the end of the  applicable  accounting  period during which
such monies were received,  and, as applicable,  converted into U.S.  dollars at
the actual exchange rate applicable to the Company.  Monies actually received by
the Company  outside the U.S. in any currency and not freely  remittable  to the
Company in the U.S. in U.S.  dollars shall be considered  "Blocked  Funds",  and
shall not be included in Net Revenues.  However,  upon the Company's  receipt of
written notice from Licensor that the Licensor desires a settlement of its share
of a particular item of Blocked Funds,  the Company shall deposit the Licensor's
share of such Blocked  Funds (i.e.,  the License  Fees) in a bank account in the
applicable  country,  in the Licensor's name, subject to all applicable laws and
regulations.  Such deposit  shall fully  satisfy the  Company's  obligations  to
Licensor with respect to such Blocked Funds and Licensor's  share  thereof,  and
any taxes,  expenses or other charges  incurred in connection with the making of
such deposit shall be deducted from  Licensor's  share of such Blocked Funds, or
otherwise  charged to or paid by Licensor  in advance,  if required to make such
deposit.

            7.5.  Currency.  The License  Fees shall be paid  quarterly  in U.S.
Dollars. To the extent the calculation of the License Fees are based on revenues
received  in other  currencies,  such  revenues  shall be  calculated  using the
exchange rate  published in the Wall Street  Journal or, with respect to Mexico,
Brazil,  Argentina and Venezuela, as quoted by the Central Bank of such country,
as of the last day of the month during which the payment is due.  Where  License
Fees'  payments  are due by the  Company  in a country  where,  pursuant  to the
reasonable  advice  of legal  counsel,  it is  unlawful  to make  License  Fees'
payments in that country in accordance  with this  Agreement,  notice thereof in
writing will be given by the Company to Licensor and said License Fees' payments
shall be deposited in whatever currency is allowable,  for the benefit or credit
of Licensor,  by wire transfer into an accredited  bank in that country as shall
be acceptable to Licensor.

            7.6. Maintenance of Records and Audit Rights.

                  (a) The  Company  shall keep  accurate  books of  account  and
records covering all transactions  relating to or arising out of this Agreement.
The Company  shall permit  Licensor and its  nominees,  employees,  accountants,
agents and representatives to (i) have full access to and inspect such books and
records during normal business hours upon reasonable notice, and (ii) to conduct
an  examination  of and to copy all such books and  records.  The Company  shall
maintain in good order and  condition all such books and records for a period of
either:  (i)  five  years  after  the  expiration  of the  Term  or the  earlier
termination of this Agreement,  or in the event of a dispute between the parties
hereto,  until such dispute is resolved,  whichever date is later;  or (ii) such
period of time required under applicable laws and regulations,  whichever period
is longer.  Receipt or  acceptance  by  Licensor of any sums paid by the Company
hereunder shall not preclude  Licensor from questioning the correctness  thereof
at any time.

                  (b) If an inspection or  examination  referred to in paragraph
(a)  above  discloses,  or  Licensor  or  the  Company  otherwise  discover,  an
underpayment of License Fees, the amount of such  underpayment  shall be paid by
the  Company to Licensor  not later than  thirty  (30)


                                       27
<PAGE>

days after determination  thereof plus interest from the date the payment should
have been made to and  including  the date of payment in full at a rate equal to
the  reference  rate of the Bank of America for U.S.  domestic  customers  as in
effect on the date  payment  should  have been  made.  If such  underpayment  of
License Fees by the Company is in excess of ten percent  (10%) of the  aggregate
License Fees earned during any quarterly  period under  inspection,  the Company
shall, in addition to paying Licensor the amount of such underpayment, reimburse
Licensor for all reasonable  costs and expenses of conducting such inspection or
examination.

                  (c) If an inspection or  examination  referred to in paragraph
(a)  above  discloses,  or  Licensor  or the  Company  otherwise  discovers,  an
overpayment  of License Fees, the amount of such  overpayment  shall be credited
against  future  payments  of  License  Fees,  unless  the  period for which the
overpayment  was made is the final period  covered by this  Agreement,  in which
case the amount of the  overpayment  shall be paid by  Licensor  to the  Company
within thirty (30) days after determination thereof.

                  (d) The Company shall provide  Licensor with year-end  audited
financial  statements  within:  (i) forty-five  (45) days of the end of calendar
year 2006; and (ii) thirty (30) days of the end of each calendar year during the
Term thereafter.

            7.7. Distribution Fee.

                  (a) The Company shall collect and receive all revenues derived
from  systems  operators  or any  other  authorized  person  on  account  of the
Company's  exploitation  of the PTVLA  Portugal  Feed in the  Portuguese  Africa
Distribution  Territory.  In  consideration  for  granting  exploitation  rights
hereunder  outside  the  Company's  Territory,  the  Company  will pay to PEGI a
distribution  fee equal to fifty percent  (50%) of the Net Revenues  received by
the Company from the  exploitation  of the PTVLA Portugal Feed in the Portuguese
Africa Distribution Territory, based on the simultaneous  retransmission feed or
a broadcast directed to the Portuguese Africa Distribution Territory (the "PTVLA
Portugal Feed  Distribution  Fee"). For purposes of distribution fees under this
Paragraph,  the term "PTVLA  Portugal  Feed Net  Revenue"  means gross  revenues
earned and actually  collected  from systems  operators or any other  authorized
person on account of the Company's  exploitation  of the PTVLA  Portugal Feed in
the Portuguese Africa Distribution  Territory,  less any applicable  withholding
taxes herein. It is understood that the PTVLA Portugal Net Feed Revenue shall be
excluded from the Net Revenues as defined in Section 7 hereinabove.

                  (b) The PTVLA Portugal Feed  Distribution Fee will be computed
by the Company as of the last day of each  calendar  month,  and will be paid to
PEGI on a  quarterly  basis as of each  March 31,  June 30,  September  30,  and
December 31, within 30 days after the end of each such respective  quarter.  The
Company  shall  furnish PEGI with a statement  showing the  calculation  of such
PTVLA Channel Distribution Fee and setting forth all applicable  Company-related
taxes withheld, if any.

                  (c)  Payments of the PTVLA  Channel  Distribution  Fee will be
made by wire transfer of immediately  available  funds,  net of any  withholding
required by applicable  law.  PEGI will from time to time  designate one or more
accounts  into which such  payments  will be made and may  designate one or more
Affiliates to receive such payments.


                                       28
<PAGE>

                  (d) Any payment not made when due will bear  interest from the
date due to and  including  the date  payment in fill is made at a rate equal to
the  reference  rate of the Bank of the America  for  domestic  customers  as in
effect on the date payment was due.

                  (e)   Subject  to  Section   7.4  the  PTVLA   Portugal   Feed
Distribution Fees shall be paid in U.S.  dollars.  To the extent the calculation
is based on  revenues  received  in other  currencies,  such  revenues  shall be
calculated  using the exchange rate  published in the Wall Street  Journal as of
the business day immediately  preceding the date on which the payment  initially
is due.

                  (f)   Distribution   Cost.  The  cost   associated   with  the
exploitation  of the PTVLA Portugal Feed will be borne by the Company  including
all  related  costs  set forth in the  Company  Operating  Agreement  or in this
Agreement  (including,  but not  limited  to,  uplink an other  delivery-related
costs).

            7.8.   Licensor   Distribution   In  Belize.   Notwithstanding   any
territorial, exclusivity or other restrictions contained in this Agreement, upon
notice  from  Licensor  and consent  from the  Company,  such  consent not to be
unreasonably  withheld or  delayed,  Licensor  may  sub-license  and  distribute
Programs in the English  language  from the Licensed  Programming  to television
system  operators in the country of Belize.  In the event Licensor  sub-licenses
and  distributes  such  Programs  to third  parties  in the  country  of Belize,
Licensor shall pay the Company a  distribution  fee equal to fifty percent (50%)
of the total  revenues  which Licensor  receives from the  exploitation  of such
Programs  in the Media in such  region  of the  Territory,  less any  applicable
withholding  taxes. It is understood that the  distribution  fee received by the
Company  pursuant to this  Section 7.8 shall be  excluded  from Net  Revenues as
defined in Section 7.

      8. INDEMNITIES.

            8.1. Representations and Warranties.

                  (a) By Licensor. Licensor represents and warrants that, except
as set forth in the Schedules  hereto:  (i) it is duly  authorized to enter into
the transactions  contemplated by this Agreement; (ii) this Agreement is a valid
and binding  obligation of Licensor,  enforceable  against it in accordance with
its terms;  (iii) the performance of Licensor's  obligations  hereunder does not
violate  any  agreement,  law,  rule,  or  regulation  binding  on  Licensor  or
Licensor's charter documents;  (iv) it has, and will continue to have during the
Term, all rights in and to the Existing Library, New Programs, Wallpaper and any
other content provided hereunder necessary to fulfill its obligations  hereunder
(except that with respect to the Existing  Library,  no such  representation  is
made as to any program not listed on Schedule  6.1);  (v) the Existing  Library,
New Programs, Wallpaper and any other content provided hereunder are not subject
to licenses which conflict with the rights granted  herein,  and the use thereof
by the Company as  contemplated  herein will not  infringe  upon the  copyright,
literary or dramatic  right or right of privacy of any third party or constitute
a libel or slander of any third  party;  and (vi)  Licensor  has  disclosed  all
information  having a material  adverse effect on the rights granted  hereunder,
and that all such  information  is true and  correct  to the best of  Licensor's
knowledge and belief.


                                       29
<PAGE>

                  (b) By the Company.  The Company represents and warrants that:
(i) it is duly  authorized to enter into the  transactions  contemplated by this
Agreement; (ii) this Agreement is a valid and binding obligation of the Company,
enforceable  against it in accordance  with its terms;  (iii) the performance of
the Company obligations hereunder does not violate any agreement,  law, rule, or
regulation binding on the Company or the Company charter documents; (iv) it will
not use the Licensed Programming expect as authorized by this Agreement;  (v) it
has, and will continue to have during the Term, all rights in and to the Company
Produced  Programming  and  Company  Format  Programming  and any other  content
provided  hereunder  necessary to fulfill its  obligations  hereunder;  (vi) the
Company  Produced  Programming  and  Company  Format  Programming  and any other
content  provided  hereunder are not subject to licenses which conflict with the
rights granted herein,  and the use thereof by Licensor as  contemplated  herein
will not infringe  upon the  copyright,  literary or dramatic  right or right of
privacy of any third party or  constitute a libel or slander of any third party;
and (vii) the Company has disclosed all  information  having a material  adverse
effect on the rights granted  hereunder,  and that all such  information is true
and correct to the best of the Company's knowledge and belief.

            8.2. Indemnification.

                  (a) By Licensor. Licensor will indemnify and hold harmless the
Company and its members, managers, directors, officers, shareholders, employees,
agents,  representatives and Affiliates (collectively,  the "Company Indemnified
Parties"),  on an After Tax Basis, from and against all claims,  losses, damages
(including loss of profits and consequential  damages awarded to unrelated third
parties,  if any,  but  excluding  loss of  profits  and  consequential  damages
otherwise suffered by the Company  Indemnified  Parties),  expenses,  judgments,
costs  and  liabilities   (including   reasonable  attorneys'  fees  and  costs)
(collectively,  "Losses")  incurred by the Company  Indemnified  Parties arising
from Licensor's breach of any obligation,  representation or warranty  contained
in this  Agreement  or by reason of any claim,  resulting  in  liability  to the
claimant  or a  settlement  approved in writing by  Licensor,  which may be made
alleging that any of the Licensed  Programming or other  materials  furnished by
Licensor  for  public  exhibition  as  authorized  hereunder  infringe  upon the
copyright,  literary  or dramatic  right or right of privacy of any  claimant or
constitutes  a libel or  slander  of such  person,  except  with  respect to any
material added by the Company (including as permitted hereunder) and except with
respect to music which is  specifically  covered by Section 8.3 below.  Licensor
shall not be  required  to provide  indemnification  for any  Losses  solely and
directly caused by the action or inaction of any Company Indemnified Party.

                  (b) By Company.  The Company will  indemnify and hold harmless
Licensor  and  its  directors,   officers,   shareholders,   employees,  agents,
representatives  and  Affiliates   (collectively,   the  "Licensor   Indemnified
Parties"),  on an After Tax Basis,  from and against all Losses  incurred by the
Licensor  Indemnified  Parties  arising from (i) the breach or alleged breach of
any provision of this Agreement by the Company; or (ii) any claim,  resulting in
liability to the  claimant or a  settlement  approved in writing by the Company,
which may be made alleging that any of the Company Produced Programming, Branded
Format  Programming,  Company Format Programming or other materials furnished by
the Company as authorized  hereunder  infringe upon the  copyright,  literary or
dramatic  right or right of privacy of any  claimant or  constitutes  a libel or
slander of such person,  except with respect to any material


                                       30
<PAGE>

added by Licensor, but excluding any Losses for which the Company must indemnify
Licensor  pursuant to Section  8.2(a) above and excluding  claims arising out of
Licensor's  failure to secure  clearances  and/or  make  payments as provided in
paragraph 2.4(a) above except for those  clearances that are the  responsibility
of the Company subject to Section 2.4(a) above.  Without limiting the foregoing,
the Company shall specifically so indemnify Licensor and such other parties from
and  against  all Losses  made or assessed  against  Licensor  arising  from the
transmission  of any  material  that should have been edited for  censorship  or
other than as contained in the Delivery  Materials as delivered by Licensor,  or
from the temporary or permanent loss of any such material. The Company shall not
be required to provide indemnification for any Losses solely and directly caused
by the action or inaction of any Licensor Indemnified Party.

            8.3. Musical Compositions.  Licensor warrants and represents that to
the best of its knowledge,  information and belief, the performing rights in all
musical  compositions  contained in the Licensed Programming are: (i) controlled
by a performing rights society having jurisdiction, (ii) controlled by Licensor,
or (iii) in the public  domain.  Licensor does not represent or warrant that the
Company may exercise the performing rights to said musical  compositions without
the  payment  of a  performing  rights  royalty.  The  Company  will  be  solely
responsible  for the  payment of such  royalty and will hold  Licensor  free and
harmless therefrom.

            8.4.  Procedure.  If a claim  by a third  party is made  against  an
indemnified  party, the indemnified  party will promptly notify the indemnifying
party of such  claim.  Failure  to so notify  the  indemnifying  party  will not
relieve the  indemnifying  party of any liability which the  indemnifying  party
might have,  except to the extent that such failure  materially  prejudices  the
indemnifying  party's  legal  rights.  The  indemnifying  party  will  have  the
obligation  after receipt of such notice to undertake,  conduct and control such
claim  through  counsel of its own choosing and its expense.  If,  within thirty
(30) days of such notice, the indemnifying  party has not undertaken,  conducted
nor controlled such claim through counsel,  the indemnified party shall have the
right to undertake,  conduct and control such claim  through  counsel of its own
choosing and at the expense of the indemnifying party,  provided,  that any such
expenses shall be reasonable, actual, verifiable, out-of-pocket expenses.

      9. TERMINATION.

            9.1.  Expiration of Term. The term of this Agreement  shall continue
from the  original  effective  date of April 1, 2002 and  terminate on March 31,
2022, unless sooner terminated  pursuant to the other provisions of this Section
(the "Term").

            9.2.  Renewal.  No later than October 1, 2019, PEGI shall notify the
Company in writing if it intends to renew or extend this  Agreement.  If PEGI so
elects,  PEGI and the Company shall  negotiate in good faith for a period of six
(6) months on the terms of such  renewal  or  extension.  If PEGI  elects not to
renew or extend this Agreement,  the parties hereto agree and  acknowledge  that
Section 2.2(g) (Exclusive  Supplier) of this Agreement and Sections 6.2.1, 6.2.2
and 6.2.3 of the Company Operating Agreement shall terminate on January 1, 2020.


                                       31
<PAGE>

            9.3. Early Termination on Breach. Either party may without prejudice
to its other remedies terminate this Agreement  immediately by notice in writing
to the other on or after the occurrence of any of the following:

                  (a) the  commission of one or more  material  breaches of this
Agreement by the other party which are not capable of remedy; provided, however,
that in case of a breach by the  Company,  such breach is not caused by Licensor
as a Member of the Company; or

                  (b) the  commission of a material  breach of this Agreement by
the other party which is capable of remedy (a  "Remediable  Breach") which shall
not have been  remedied  within a period of thirty  (30) days after the party in
breach has been given notice in writing  specifying that  Remediable  Breach and
requiring it to be remedied; provided, however, that such thirty (30) day period
shall be extended for such additional period,  not to exceed  one-hundred-twenty
(120)  days,  as shall be  reasonably  necessary  if that  Remediable  Breach is
incapable  of  remedy  within  that  thirty  (30) day  period  and  during  that
additional  period the party in breach shall diligently  endeavor to remedy that
Remediable  Breach,  but only if such extension would not reasonably be expected
to have a material  adverse  effect on the party  giving  notice of such breach.
However,  in respect of the breach of any obligation to make payment  hereunder,
the cure period  shall not be extended  as  provided in the  foregoing  proviso.
Notwithstanding the foregoing, Licensor may not terminate this Agreement in case
of a breach by the  Company if such  breach is caused by Licensor as a Member of
the Company; or

                  (c) the bankruptcy or insolvency of, a general  assignment for
the benefit of creditors or similar event by, or the  appointment  of a trustee,
receiver or similar person for the other party;

                  (d) the  other  party  being  prevented  by an  event of Force
Majeure from  performing its  obligations or the party  exercising such right of
termination  being  prevented by an event of Force Majeure from  exercising  its
rights under this Agreement for a period of one-hundred-twenty (120) consecutive
calendar days; and provided,  further,  that in case of a breach by the Company,
such breach is not caused by Licensor as a Member of the Company.

            9.4.  Inadvertent  Breach.  The parties  agree that any  inadvertent
breach relating to Licensor's obligations with respect to any individual Program
shall  constitute  a  Remediable  Breach and shall not  constitute  grounds  for
termination hereof if Licensor provides  comparable  substitute  Programming for
the applicable Program.

            9.5.  Cross  Default.  The  uncured  material  breach of the Company
Operating  Agreement  by  either  party or their  Affiliates  shall  cause  this
Agreement  to  terminate,  unless  such  breach was caused by the party  seeking
termination hereunder.

            9.6.  Dissolution of Company.  The  dissolution of the Company shall
cause this Agreement to terminate.


                                       32
<PAGE>

      10. EFFECTS OF TERMINATION.

            10.1. Survival of Obligations. The termination of this Agreement for
whatever reason shall not effect Articles 8, 10, 12 and 13, and Sections 2.3(c),
2.4(c), 2.5, 3.10, 6.2 and 7.6 of this Agreement.

            10.2.  Termination of Rights. Upon the date on which any termination
of this Agreement for whatever reason takes effect (the "Termination  Date") all
rights of the Company hereunder (other than any rights that the Company may have
arising  from  the  conduct  of,  or  performance   hereof  by,  Licensor)  will
immediately  terminate and automatically revert to Licensor and the Company will
cease to make any use of the Licensed  Programs and other materials  provided by
Licensor  hereunder,  and shall promptly destroy or return the same to Licensor,
in each case as directed by Licensor.  Further,  the Company  shall  immediately
amend its charter documents so that its name no longer includes any reference to
any trademark of Licensor or any  confusingly  similar  designation  or mark, if
such a reference is included its name.

            10.3. Further  Assurances.  Upon termination of this Agreement,  the
parties  will  perform all other acts which may be necessary or useful to render
effective the termination of the Company's  interests in the Licensed  Programs,
Licensor  Trademarks and other materials furnished by Licensor hereunder and the
Company  will  execute  any  assignment,  conveyance,  acknowledgment  or  other
document that Licensor may  reasonably  request  relinquishing  such  interests.
Without  limiting the foregoing,  the Company hereby consents to any application
which  Licensor  may  make to limit  or  terminate  the  Company's  status  as a
registered  user  of the  Licensor  Trademarks  and  irrevocably  agrees  not to
contest, oppose or dispute such application.

      11. EQUITABLE RELIEF.

      Each of Licensor and the Company  acknowledges that any material breach of
this  Agreement  by such  party,  including,  by way of example,  the  Company's
failure to cease using any Programming supplied hereunder upon the expiration or
termination  of this  Agreement,  will result in  irreparable  harm to the other
party for which there is no adequate remedy at law. Accordingly,  in such event,
Licensor or the Company,  as the case may be, will be entitled to preliminary or
temporary   equitable  relief  in  any  Federal  or  State  court  of  competent
jurisdiction  located in Los Angeles County,  California and, except in the case
of an IP-Validity  Dispute,  pending a final  determination  in accordance  with
Section 12, without the necessity of posting bond unless  otherwise  required by
applicable  law by way of any or all of the temporary and permanent  injunctions
and such other relief as any court of competent  jurisdiction  may deem just and
proper.

      12. DISPUTE RESOLUTION.

            12.1.  IP-Validity  Dispute.  Notwithstanding  the foregoing and the
provisions  of this  Section  12,  the  parties  hereto  agree in the  event any
third-party brings a dispute concerning: (i) the validity, ownership, or control
of the Licensor  Trademarks or the Licensor  Additional  Marks,  Branded Company
Originated Marks or the copyrights or other intellectual  property rights to any
Licensed Programming or any Branded Programming (an "IP-Validity Dispute");  the
parties,  (a) shall seek to have such  dispute  litigated  in a court of law and
brought in the state


                                       33
<PAGE>

or federal courts in Los Angeles, California and (b) shall irrevocably submit to
the  exclusive  jurisdiction  of such courts,  (x) shall waive any  objection to
choice of venue in any such action or proceeding in such courts, (y) shall waive
any  objection  that any such  court is an  inconvenient  forum or does not have
jurisdiction over any party hereto,  and (z) shall waive any right they may have
to request a jury trial.

            12.2. Dispute,  Notice and Response. If any dispute or difference of
any kind whatsoever shall arise between the parties in connection with,  arising
out of or relating to this Agreement (including any schedule or exhibit hereto),
or the breach,  termination or validity thereof (a "Dispute"), the parties shall
attempt to settle  such  Dispute in the first  instance  by mutual  discussions.
Within  ten (10)  business  days of the  receipt  by a party of a notice  of the
existence of a Dispute  ("Notice"),  the receiving  party shall submit a written
response to the other party ("Response"). Both the Notice and the Response shall
include (i) a statement of each party's  position with regard to the Dispute and
a summary of arguments supporting that position;  and (ii) the name and title of
the senior  executive who will represent that party in attempting to resolve the
Dispute pursuant to this Section 12.2.  Within five (5) business days of receipt
of the Response, the designated executives shall meet and attempt to resolve the
Dispute.  All  negotiations  pursuant to this clause shall be  confidential  and
shall be treated  as  compromise  and  settlement  negotiations,  and no oral or
documentary  representations  made by the parties during such negotiations shall
be admissible for any purpose in any subsequent  proceedings.  If any Dispute is
not resolved for any reason  within  twenty (20) days of receipt of the Response
(or within such longer  period as to which the parties  have agreed in writing),
then, on the request of any party the Dispute shall be submitted to  arbitration
in accordance with Sections 12.2-12.5 herein.

            12.3.  Arbitration.  Any Dispute not timely  resolved in  accordance
with Section 12.2 shall be finally and  exclusively  settled by  arbitration  in
accordance with the International  Arbitration Rules of the American Arbitration
Association ("AAA") then in effect (the "Rules"), except as modified herein. The
arbitration  shall  be  held  in  Los  Angeles,   California.   The  arbitration
proceedings shall be conducted,  and the award shall be rendered, in the English
language.

            12.4.  Number of Arbitrators.  If the Dispute  (including claims and
counterclaims) is for less than $5 million,  there shall be one arbitrator.  The
parties  shall have fifteen (15) days from the receipt by the  respondent of the
demand for arbitration to agree on an arbitrator.  If the parties fail to timely
agree, on the request of any party such arbitrator shall be appointed by the AAA
in accordance with the Rules and the procedures set forth herein. If the Dispute
(including claims and counterclaims) is for more than $5 million, there shall be
three neutral and impartial  arbitrators of whom the claimant and the respondent
shall each appoint one, within fifteen (15) days of the receipt by respondent of
a copy of the demand for  arbitration.  The two  arbitrators so appointed  shall
select a third arbitrator to serve as presiding arbitrator, such selection to be
made within twenty (20) days of the selection of the second  arbitrator.  If any
arbitrator  is not  appointed  within  the time  limits set forth  herein,  such
arbitrator(s) shall be appointed by the AAA in accordance with the Rules and the
procedures set forth herein. There shall be no restriction on the nationality of
any  arbitrator.  Any arbitrator  appointed by the AAA shall be either a retired
judge with experience in international commercial cases or a practicing attorney
with at least 15 years  experience with large commercial cases and experience as
an


                                       34
<PAGE>

international  arbitrator.  The AAA shall send  simultaneously  to each party an
identical list of at least nine arbitrator  candidates,  and each party shall be
permitted to strike two names from the list,  rank the remaining  arbitrators in
order of  preference  and return the list to the AAA within ten (10) days of the
transmittal date. If a party does not return the list within the time specified,
all persons named therein shall be considered acceptable. From among the persons
who remain on both lists and in accordance  with the designated  order of mutual
preference, the AAA shall invite the acceptance of an arbitrator to serve. There
shall be no restrictions on the nationality of any arbitrator.

            12.5.  Hearing.   The  hearing  on  the  merits  shall  be  held  as
expeditiously  as possible,  if  practicable no later than four months after the
appointment of a single  arbitrator or five months after the  appointment of the
third  arbitrator,  as applicable.  The hearing shall, if  practicable,  last no
longer than ten days, which shall be consecutive,  if possible. The award, which
shall be in writing and shall briefly and  concisely  state the findings of fact
and conclusions of law on which it is based, shall be rendered,  if practicable,
within twenty (20) days of the close of the hearing.  In rendering an award, the
arbitrator(s)  shall be required to follow the law of the State of New York. The
arbitrator(s)  are not  empowered  to award  damages  in excess of  compensatory
damages  and each party  hereby  irrevocably  waives  any right to recover  such
damages with respect to any dispute resolved by arbitration.  The  arbitrator(s)
shall  have the  authority  to award  the  costs of the  arbitration  (including
attorneys' fees and expenses) to the prevailing  party. The award shall be final
and binding upon the parties and shall be the sole and exclusive  remedy between
the parties regarding any claims, counterclaims,  issues or accounting presented
to the arbitral  tribunal.  Judgment  upon any award may be entered in any court
having jurisdiction  thereof.  Any costs or fees (including  attorney's fees and
expenses)  incident to  enforcing  the award shall be charged  against the party
resisting such enforcement.

            12.6. Jurisdiction.  By agreeing to arbitration,  the parties do not
intend  to  deprive  any  court  of its  jurisdiction  to  issue a  pre-arbitral
injunction,  pre-arbitral  attachment  or  other  order  in aid  of  arbitration
proceedings  and  the  enforcement  of any  award.  Without  prejudice  to  such
provisional  remedies as may be available  under the  jurisdiction of a national
court,  the arbitral  tribunal  shall have full  authority to grant  provisional
remedies or modify or vacate any  temporary or  preliminary  relief  issued by a
court, and to award damages for the failure of any party to respect the arbitral
tribunal's orders to that effect.

            12.7.  Enforceability.  The parties shall take all actions necessary
for awards and other judgments  resulting from the provisions set forth above to
be recognized and enforceable in the respective jurisdictions of organization of
the  parties  and,  to the  extent  necessary,  in  other  jurisdictions  in the
Territory.

      13. MISCELLANEOUS.

            13.1. Force Majeure.  Subject to the right to terminate set forth in
Section 9.3,  neither party will be liable to the other for any failure or delay
in delivery of  Delivery  Materials,  or the  inability  to telecast  any of the
Programs,   due  to  accident  involving   breakdown  of  any  satellite  or  of
transmission  facilities or equipment,  labor disputes,  acts of God, failure of
carriers,  failure or delay of  laboratories,  of or any other cause  beyond the
control of such party (each, an event of "Force Majeure") and such  performances
will be  excused  to the  extent  that it is


                                       35
<PAGE>

prevented  by reason of any of the  foregoing  conditions.  Notwithstanding  the
foregoing, an event of Force Majeure will not include censorship restrictions or
any restriction by any jurisdiction on a party's right to transfer funds.

            13.2.  Binding  Effect;  No  Assignment.   The  provisions  of  this
Agreement  shall be binding on and ensure to the  benefit of the  successors  of
each party hereto;  provided,  however, that no party may not assign,  transfer,
pledge,  hypothecate,  charge or otherwise  dispose of or subcontract any of its
rights or obligations  hereunder  without the prior written consent of the other
party. Notwithstanding the foregoing; (i) either party may assign its rights and
obligations hereunder to an Affiliate of such party, but the original party will
remain  responsible and liable for such Affiliate's  compliance with all of such
original  party's  obligations  hereunder,  and, in the case of an assignment by
Licensor, such Affiliate must be the owner of the Licensor Trademarks;  and (ii)
in the event  Lifford (or an Affiliate of Lifford  which is then a member of the
Company) elects to dissolve the Company due to a breach by PEGI (or an Affiliate
of  PEGI  which  is then a  member  of the  Company)  of the  Company  Operating
Agreement,  Lifford (or such Affiliate) may cause the Company's rights hereunder
to be assigned to Lifford (or to an  Affiliate of  Lifford),  provided  that the
Company's  rights under the this  Agreement  are assigned to the same  assignee.
Nothing in this  Agreement,  expressed or implied,  is intended to confer on any
Person other than the parties hereto or their  respective  permitted  successors
and assigns, any rights, remedies, obligations or liabilities under or by reason
of this Agreement.

            13.3.   Invalidity.   Any  provision  of  this  Agreement  which  is
prohibited or unenforceable in any jurisdiction  will, as to such  jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof or  affecting  the  validity or
enforceability of such provisions in any other jurisdictions.

            13.4. Waivers, Remedies Cumulative, Amendments, etc.

                  (a) No failure or delay by either party  hereto in  exercising
any right,  power or  privilege  under this  Agreement  will operate as a waiver
thereof nor will any single or partial  exercise by either  party  hereto of any
right,  power or privilege preclude any further exercise thereof or the exercise
of any other right, power or privilege.

                  (b) Except as otherwise provided in this Agreement, the rights
and remedies  herein provided are cumulative and not exclusive of any rights and
remedies provided by law.

                  (c) No provision of this  Agreement may be amended,  modified,
waived, discharged or terminated, other than by the express written agreement of
the parties  hereto nor may any breach of any  provision  of this  Agreement  be
waived or discharged except with the express written consent of the party not in
breach.

            13.5. Notices.

                  (a) All notices,  requests,  demands and other  communications
required to be given under this  Agreement will  conclusively  be deemed to have
been duly given: (i) when hand delivered,  (ii) the next business day if sent by
a  generally   recognized   overnight  courier  service  that  provides  written
acknowledgment  by the  addressee  of  receipt,  or (iii)  when  received


                                       36
<PAGE>

(with  appropriate  answerback),  if sent by  facsimile  transmission  or  other
generally accepted means of electronic transmission addressed as follows:

      If to Licensor to:               Playboy Entertainment Group, Inc.
                                       Attention:  President
                                       2706 Media Center Drive
                                       Los Angeles, CA 90065
                                       United States of America
                                       Fax Number:  (323) 276-4500

      with a copy to:                  Playboy Enterprises, Inc.
                                       Attention:  General Counsel
                                       680 North Lake Shore Drive
                                       Chicago, IL  60611
                                       United States of America
                                       Fax Number:  (312) 266-2042

      with a copy to:                  Business and Legal Affairs
                                       2706 Media Center Drive
                                       Los Angeles, CA 90065
                                       United States of America
                                       Fax Number: (323) 276-4502

      If to the Company:               Playboy TV - Latin America, LLC
                                       c/o Claxson Interactive Group Inc.
                                       Attention: Chairman and Chief Executive
                                       Officer
                                       1550 Biscayne Boulevard
                                       Ground Floor
                                       Miami, FL  33132
                                       Fax Number:  (305) 894-3606

      with a copy to:                  Claxson Interactive Group Inc.
                                       Attention:  General Counsel
                                       1550 Biscayne Boulevard
                                       Ground Floor
                                       Miami, FL  33132
                                       Fax Number:  (305) 894-4803

      with a copy to:                  Paul Berkowitz, Esq.
                                       Greenberg Traurig, P.A.
                                       1221 Brickell Avenue
                                       Miami, Florida 33131
                                       Fax Number: (305) 961-5685

or to such other  address,  or  facsimile  transmission  number as the  relevant
addressee may hereafter by notice hereunder substitute.


                                       37
<PAGE>

                  (b) All  notices  will be deemed  given when  received  at the
address(es) as provided in paragraph (a) above.

            13.6.  Governing  Law. ALL QUESTIONS  WITH RESPECT TO THIS AGREEMENT
AND THE RIGHTS AND  LIABILITIES  OF THE PARTIES  WILL BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK, IRRESPECTIVE OF THE CHOICE OF LAWS PROVISIONS OF NEW YORK
OR OF ANY OTHER  JURISDICTION.  The parties each hereby  consent to the personal
jurisdiction  and venue in the state and federal  courts sitting in the State of
California.

            13.7.   Entire   Agreement.   This  Agreement,   together  with  its
attachments,  constitutes the entire  agreement  between the parties hereto with
respect to the subject  matter hereof and  supersedes  all prior  agreements and
understandings, oral and written, between the parties hereto with respect to the
subject matter hereof.

            13.8. Rules of Construction.

                  (a)  Headings.  The  section  headings in this  Agreement  are
inserted only as a matter of convenience, and in no way define, limit, or extend
or interpret the scope of this Agreement or of any particular section.

                  (b) Tense and Case. Throughout this Agreement,  as the context
may require,  references  to any word used in one tense or case will include all
other appropriate tenses or cases.

                  (c) Agreement Negotiated. The parties hereto are sophisticated
and have been represented by lawyers throughout the negotiation and execution of
this Agreement who have carefully negotiated the provisions hereof.

            13.9.  Counterparts.  This  Agreement may be executed in two or more
counterparts,  each of  which  will be  deemed  an  original,  but all of  which
together will constitute one and the same instrument.

            13.10.  Relationship Between the Parties. This Agreement will not be
construed  to  place  the  parties  in the  relationship  of  partners  or joint
venturers.  The  Company  shall have no power to  obligate or bind any or all of
Licensor and its subsidiaries or Affiliates in any manner  whatsoever  except as
expressly set forth in the Company Operating Agreement.

            13.11.  Time Is of the  Essence.  Time will be of the  essence  with
respect to each and every obligation of the Company and Licensor hereunder.

                            [SIGNATURE PAGE FOLLOWS]


                                       38
<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the date first above
written.

                                       LICENSOR:

                                       PLAYBOY ENTERTAINMENT GROUP, INC.


                                       By:  /s/ F. Reid Nathan
                                            ------------------
                                       Name:F. Reid Nathan
                                       Title: VPBusiness & Legal Affairs

                                       COMPANY:


                                       PLAYBOY TV-LATIN AMERICA, LLC


                                       By:  /s/ Alejandro Iglesias
                                            ----------------------
                                       Name: Alejandro Iglesias
                                       Title:General Manager


                                       39
<PAGE>

                                 Schedule 2.1(a)

                                Existing Library


                                       40
<PAGE>

                                 Schedule 2.1(b)

                       2001 PTVLA New Programming Schedule


                                       41
<PAGE>

                                  Schedule 3.1

                               Licensor Trademarks


                                       42
<PAGE>

                                  Schedule 6.1

                               Delivery Materials


                                       43