##### 



Exhibit 4.16
 SHAREHOLDERS AGREEMENT
  GLOBOSAT PROGRAMADORA LTDA. sociedade limitada
 PLAYBOY TV LATIN AMERICA, LLC
  PB BRASIL ENTRETENIMENTO S.A. sociedade anônima
  (i)
    
    Globosat has a recognized and extensive experience in the business of production,
programming and/or distribution of audiovisual contents through Television and Other
Media in Brazil, being a well-known company with fifteen (15) years in the
business of television production and a wide range of client and supplier contacts;(ii)
    
    PTVLA is a joint venture between Claxson and PEGI and both have recognized worldwide
expertise in the business of adult entertainment, including the development and production
of Adult Content for Television and Other Media;(iii)
    
    Claxson and PEGI combined own 100% (one hundred percent) of the interest in PVTLA;




---



##### 



(iv)
    
    PTVLA has recognized expertise in the business of development and production of Adult
Content for Television and Other Media in Latin America;(v)
    
    Globosat and PTVLA believe that mutual benefit could be obtained by collaborating in
the development and exploitation of business opportunities specially regarding the
development, operation, distribution, production and commercial exploitation of Adult
Content for Television and Other Media in Brazil;(vi)
    
    Globosat and PTVLA are willing to enter into an association to develop and exploit
Adult Content in Television and Other Media in Brazil, through the Venture, as a separate
corporate joint venture vehicle, pursuant to the terms set forth herein, in the by-laws
(Estatuto Social) of the Venture and in the Parent Company Agreement;(vii)
    
    on December 15th, 2006, Globosat and PTVLA executed a Memorandum of
Understanding, as amended on February 6, 2007 (the MOU), in order to outline the means
through which the association shall be implemented and to establish some common general
guidelines with respect to the conduct of the business, corporate structure, management,
restrictions on transfer of Shares and distribution of profits, among other issues, as well
as the basic terms and conditions of the Agreements that shall rule the Ventures business
and activities;(viii)
    
    also on December 15th, 2006, Globosat, Claxson and PEGI executed the Parent
Company Agreement, as amended on the date hereof, in order to set forth additional rights
and obligations in connection with the Venture, including, but not limited to,
non-competition provisions (the Parent Company Agreement, copy of which is attached
hereto as Exhibit (viii));(ix)
    
    on April 18, 2007, and in accordance with the Laws of Brazil, the Venture  a joint
venture legal entity to carry out the development and exploitation of Adult Content in
Television and Other Media in Brazil  was incorporated;(x)
    
    on the date hereof, the subscribed and fully paid capital stock of the Venture is R$
7.500,00 (seven thousand and five hundred Reais), represented by seven thousand and five
hundred (7.500) no-par value, common nominative
 2




---



##### 



shares, 100% owned by the Shareholders, duly recorded in the Ventures books as follows:
 Shareholder
    
    
    Shares
    
    
    
    Total (%)Globosat
    
    
    
    4.500
    
    
    
    
    60
    %PTVLA
    
    
    
    3.000
    
    
    
    
    40
    %Total
    
    
    
    7.500
    
    
    
    
    100
    %
 (xi)
    
    the Shareholders desire to set their rights, obligations and responsibilities in
connection with and arising from the Venture and its management, as well as the general
principles that shall govern their relationship as shareholders of the Venture, pursuant to
the terms of article 118 of the Brazilian Corporate Law; and(xii)
    
    on the date hereof, the Shareholders are also executing and
delivering  or causing
the execution and delivery of  certain Agreements in connection with the Venture and its
business, as provided herein;
  SECTION I
DEFINITIONS AND INTERPRETATION
    provided that
 3




---



##### 



Agencia Nacional de
Telecomunicações
     Diretoria
 República Federativa do
Brasil
  4




---



##### 



Conselho Administrativo de
Defesa Econômica
  provided that
   5




---



##### 



6




---



##### 



Índice Geral de Preços ao Mercado Fundação Getúlio Vargas provided that
    provided
that
 7




---



##### 



8




---



##### 



9




---



##### 



Diretoria
 st st
        10




---



##### 



11




---



##### 



Assembléia Geral
  12




---



##### 



13




---



##### 



14




---



##### 



SECTION II
PURPOSES OF THE SHAREHOLDERS AGREEMENT
   15




---



##### 



SECTION III
PURPOSES OF THE VENTURE AND UNDERTAKINGS
  (i)
    
    to exploit, develop, own, license, operate, distribute,
produce, program and market Adult Content and Playboy Lifestyle Content in
Television and Other Media in Brazil during the Term  including all the
preexisting businesses and brands as of the date of the MOU (including but not
limited to SexyHot, ForMan, Playboy, Venus, GChannel, Private and two
pay-per-view channels (currently branded as Playboy Movies and Venus XXL)
and/or their respective successors or rebranded channels) and the Adult
Content businesses and brands to be launched during the Term without any
charge, to the extent and subject to the limitations and rights held by PTVLA
and PEGI with respect to the Adult Content, and subject to the restrictions
provided herein and in any other Agreements executed in connection with the
Venture. The exploitation and development of Adult Content in Television and
the Other Media in Brazil by the Parent Companies shall be made jointly
through the Venture in accordance with and subject to the provisions set forth
herein, in the Parent Company Agreement and in any other Agreements executed
in connection with the Venture;
 16




---



##### 



(ii)
    
    to exploit Playboy Branded Adult Content solely with respect
to Television and Other Media, subject to the restrictions set forth in
Section 3.2 (ii) herein;(iii)
    
    to customize Television channels and/or any other Adult
Content originally produced outside Brazil (including but not limited to the
preexisting Television channels already produced by PTVLA in Television or
Other Media aiming at its distribution in Brazil during the Term), subject to
the Trademark and Content Standards; and(iv)
    
    to produce and/or distribute the Ventures Original Content
for purposes of exploitation by the Venture in Television and Other Media, as
applicable, in Brazil or outside Brazil. PTVLA shall inform to the Venture
whether PTVLA or PEGI shall be the exclusive distributor for the Ventures
Original Content in Latin America (outside Brazil) and Iberia. PEGI shall be
the exclusive distributor for the Ventures Original Content worldwide outside
of Latin America and Iberia. The Shareholders shall negotiate in good faith
the terms and conditions for such distributor Agreements, including the
commissions to be paid to PTVLA and PEGI.
  (i)
    
    the Shareholders hereby undertake to comply with the
Non-Competition Provisions, as set forth in Section XII below;(ii)
    
    subject to the provisions set forth in Section 3.2.1 below,
the Venture shall have the exclusive right to exploit, develop, own, license,
operate, distribute and market in Brazil through Television and the Other
Media all the Playboy Unbranded Adult Content existing as of the date of the
MOU or in the future owned and/or operated by the Shareholders and/or PEGI
during the Term and  with respect to the Playboy Branded Adult Content and
the Ventures Original Content which is based on a Playboy Trademark , the
exclusive right to exploit, develop, own, license, operate, distribute and
market in Brazil through
 17




---



##### 



Television only, including the exclusive license for the branding, the use
of the adult channel feeds existing as of the date of the MOU or in the
future distributed by the Shareholders as well as the license of the Adult
Content to be developed by the Venture during the Term. For this purpose,
Globosat and PTVLA shall make available to the Venture all the
abovementioned rights, including, but not limited to, the Globosat Assets
and the PTVLA Assets, to the extent they are directly entitled to such
Assets, without any additional charge other than the fees set forth in
Section 17.6.2;(iii)
    
    the Venture shall have the exclusive right to use and
exploit in Brazil the Shareholders and PEGIs existing as of the date of the
MOU or in the future owned and/or licensed trademarks, including the Playboy
Trademarks and Playboy Unbranded Trademarks, in connection with the Adult
Content for Television and Other Media, subject to PEGIs rights to use or
license the Playboy Trademarks and Playboy Unbranded Trademarks in connection
with the licensing of Adult Content to third parties permitted herein and the
limitations, scope and extent of rights held by the Shareholders for such
trademarks (for example, the use of the Playboy Trademarks is limited to
Television);(iv)
    
    the Venture shall have the exclusive right to use and exploit
in Brazil through Television and Other Media all the Adult Content library
existing as of the date of the MOU or in the future produced and/or owned by
the Shareholders, subject to the limitations, scope and extent of rights held
by the Shareholders for such Adult Content library or as otherwise provided
herein;(v)
    
    the Shareholders shall license or sub-license to the Venture
all of the existing as of the date of the MOU or future library Adult Content,
broadcast Agreements, Trademarks and the distribution rights in Brazil,
including but not limited to the right to exploit Playboy, Venus, Private,
GChannel, Sexy Hot, ForMan channels and two pay-per-view channels (currently
branded as Playboy Movies and Venus XXL) and/or their respective successors or
rebranded channels). The Shareholders shall use commercial
 18




---



##### 



reasonable efforts to sub-license to the Venture any Adult Content owned
or licensed with rights for Television and Other Media in Brazil and agree
to sub-license to the Venture any future Adult Content owned or licensed
with rights for Television and Other Media in Brazil subject to the rights
restrictions set forth herein regarding the Playboy Branded Adult Content
and Playboy Trademarks; excluding content owned or controlled by Club
Jenna, Inc. and its subsidiaries; provided that, in any case, the
Shareholders shall make or cause to make that the Venture receives all the
economic benefits of the Adult Content licensed hereunder as of the date
hereof;(vi)
    
    PTVLA shall not, by any means, Transfer any of its currently
existing or future Trademarks and Adult Content under the License Agreement
with respect to Brazil, or any interest therein, to any Person. Exhibit
3.2.(vi) attached hereto presents a list of such currently existing Trademarks
and Adult Content under the License Agreement;(vii)
    
    the Venture may acquire and exploit in Television and Other
Media the rights related to any Adult Content from any third parties, except
that PEGI and/or PTVLA (subject to the terms and conditions of the Agreements
between PEGI and PTVLA) shall be the exclusive suppliers of programming for
the Playboy Branded Adult Content, provided, however that the Venture will
produce and/or supply the Ventures Original Content that is based on a
Playboy Trademark, subject to the compliance by the Venture of the Trademark
and Content Standards.(viii)
    
    upon Ventures request, PTVLA shall, at its own expenses, make available its
existing feeds of the International Channels that are currently being
distributed provided that the Venture pays for all downlink and other related
services;(ix)
    
    the Venture shall have the right to make local inserts of
advertisement or Brazilian content, at its sole discretion following the
Trademark and Content Standards set forth in Exhibit 13.1 attached hereto;
 19




---



##### 



(x)
    
    in proportion with their respective voting percentage
interest, each Shareholder may contribute capital to the Venture in the amount
necessary to meet the Ventures annual financial requirements set forth in the
approved Annual Budget then in effect or as otherwise mutually approved by the
Shareholders pursuant to Section 6.2, taking into account available cash
reserves;(xi)
    
    PTVLA shall not, by any means, without Ventures approval,
discontinue the following International Channels and/or any distribution
agreements related to such International Channels in Brazil: Playboy, Venus,
Private and GChannel/ForMan and/or their respective successors or rebranded
channels;(xii)
    
    Should PTVLA descontinue any other International Channel in
Brazil, the Venture shall have the option to, at its sole discretion, (i)
produce, at its owns cost and in compliance with the License Agreement, a
Brazilian Channel using the brands, trademarks and content of the discontinued
International Channel; or (ii) license and distribute a third party Adult
Channel to replace the discontinued International Channel at the Ventures
sole cost and discretion; and(xiii)
    
    PTVLA may discontinue one or both of the pay-per-view channels (Playboy
Movies and Vênus XXL) in Brazil upon the earliest of (i) December
31st, 2007 provided that such channels are not distributed by Net
Serviços S/A or Sky Brasil Serviços Ltda on such date or (ii) the completion
of the distribution agreements with Net Serviços S/A and Sky Brasil Serviços
Ltda respectively, provided that such pay-per-view channels are not included
in such distribution agreements.
   20




---



##### 



(i)
    
    distribute the Brazilian Channels, the Customized Channels
and the International Channels;(ii)
    
    make its reasonable commercial efforts in order to secure
distribution for Playboy Lifestyle channel or its successor channel in Brazil;(iii)
    
    bear all costs  including, but not limited to, costs
related to set top boxes and decoders  related to (a) the production,
delivery, marketing and/or distribution of the Brazilian Channels; (b) the
down-link of the original satellite feed, marketing, distribution and
customization of the Customized Channels; (c) the down-link of the satellite
feed, marketing and distribution of the International Channels; (d) the
development, production and distribution of the Adult Content through Other
Media; and (e) the development, production and distribution of the Adult
Content;
 21




---



##### 



(iv)
    
    be entitled to all revenues earned with and all the benefits
related to the distribution, advertisement sales and any other means of
exploitation in Brazil of the Brazilian Channels, the Customized Channels and
the International Channels, as well as all Adult Content through Television
and/or Other Media except as otherwise provided in the Parent Company
Agreement or in the License Agreement. For such purpose and, subject to the
rights and restrictions set forth herein regarding the Playboy Branded Adult
Content, the Playboy Trademarks and the Playboy Unbranded Adult Content, the
Venture shall have full, unlimited access to the Adult Content already
produced and/or acquired or to be produced and/or acquired by PTVLA, Claxson
and PEGI that is authorized to be commercially exploited in Latin America,
except as otherwise provided for herein, in the Definitive Agreements or in
the Parent Company Agreement.;(v)
    
    determine, at its sole discretion, the business to be
developed by the Venture, according to the relevant Business Plan and Annual
Budget;(vi)
    
    determine, at its sole discretion, which channels shall be
customized, as well as the launching date of each Customized Channel in
Brazil;(vii)
    
    have the right to request, and PTVLA shall, at its own
expenses, make available to the Venture, the International Channels, as
currently being distributed. At its sole discretion, the Venture shall have
the right to modify any International Channel in order to insert local
advertisement and/or any other Brazilian content in accordance with the
Trademark & and Content Standards;(viii)
    
    as soon as practicable after the date hereof, take all the necessary
measures in order to discontinue the ForMan channel and to replace, in the Net
Brasil Distribution Agreement, the ForMan channel by GChannel. The GChannel
will be re-branded as ForMan and will be exploited by PTVLA internationally in
accordance with the Trademark Coexistence Agreement. In such
 22




---



##### 



case, the Shareholders and the Venture shall comply with all the
obligations assumed by Globosat under the Net Brasil Distribution
Agreement regarding the distribution of a channel dedicated to homosexual
theme (including but not limited to the obligations to exhibit at least
two-hundred (200) new titles per year and to distribute a channel on a 24
hour/7day basis), provided that, in this regard, the terms and
conditions of all distribution and licensing Agreements in full force on
the date hereof are fully complied and that all necessary governmental and
regulatory approvals are fully met; provided, further, that the
terms and conditions of the Net Brasil Distribution Agreement shall not
become more burdensome to Globosat as a result of the implementation of
the provisions set forth herein. For the avoidance of doubt, the resulting
channel must be an International Channel on an a la carte format; and(ix)
    
    ensure that, subject to the provisions of Section 3.1.(iv)
above, the negotiation of the distribution agreements related to the Adult
Content exploited by the Venture pursuant to the Distribution Agreement and
the Net Brasil Agency Agreement shall be exclusively carried out by Net
Brasil, which shall act as set forth in Sections 17.3 and 17.4 below.
 SECTION IV
MANAGEMENT OF THE VENTURE
 Diretoria Diretor Presidente CEO Diretor Financeiro CFO
 Diretor Presidente
 23




---



##### 



Diretor Presidente
 Diretor Financeiro
  diretores
 Diretor
Presidente
 Diretor Financeiro
  24




---



##### 



SECTION V
SHAREHOLDERS MEETINGS
   (i)
    
    any material change in the corporate purpose of the Venture;(ii)
    
    the adoption and approval of the Annual Budget, which shall
include the annual media marketing plan, the Annual Business Plan of the
Venture, and the New Business Plan as well as any additions or amendments
thereto;(iii)
    
    any Material Capital Investments acquisition or any sale of
material assets of the Venture (including the sale of all or substantial part
of the assets of the Venture), with exception of acquisition and sales of
Adult Content, unless such sales and acquisitions are under terms outside the
ordinary course of business;(iv)
    
    entering into any distribution or content sale Agreement on
an exclusive basis, with the exception of any other Agreement that is
necessary to ensure the carriage of the Adult Content under the terms and
conditions of the Net Brazil Distribution Agreement. For the avoidance of
doubt, the distribution of all Adult Content
 25




---



##### 



to third parties shall not be limited or restricted by any provision set
forth in such Agreements other than MFN provisions;(v)
    
    any incurrence of indebtedness by the Venture (other than
trade debt arising in the ordinary course of the Ventures business as
contemplated in the relevant Annual Budget) or the guarantee of any loan or
other obligation of any Shareholder or Affiliate Company;(vi)
    
    approval of capital calls or capital increases of the Venture
(other than as specifically contemplated in the relevant approved Annual
Budget or Annual Business Plan), except in the event there is a need of
investments for the Venture to be able to meet any material obligation;(vii)
    
    approval of capital reductions of the Venture;(viii)
    
    issuance of Shares, Rights or of other equity of the Venture, except as
provided in item (vi) above;(ix)
    
    filing a petition under bankruptcy rules;(x)
    
    selection or replacement of the Ventures independent
accountants;(xi)
    
    distribution of dividends contrary to the provisions of
Sections 7.1, 7.1.1, 7.1.2, 7.1.3 and 7.1.4 below;(xii)
    
    any merger, reorganization or business combination involving
the Venture;(xiii)
    
    appointment and dismissal of the Ventures CFO, except in the event of
breach of the CFOs fiduciary duties;(xiv)
    
    dissolution or liquidation of the Venture;(xv)
    
    approval of contracts or capital expenditures, (a) in excess
of the levels approved in the Annual Budget or in the Annual Business
 26




---



##### 



Plan or (b) that are individually or in the aggregate in excess of R$
250,000.00 (two-hundred and fifty thousand Reais), annually increased by
the IGP-M (with the exception of (1) any new Affiliate Agreements or any
new distribution Agreements or any renewals to allow the carriage of the
Ventures Content on Net Brasils Affiliate System that are on arms-length
terms, and (2) distribution, licensing, rights acquisitions and sales
Agreements that (I) do not exceed the levels approved in the Annual Budget
or in the Annual Business Plan, or (II) are under terms and conditions
within the ordinary course of business);(xvi)
    
    approval of any Affiliate Agreement between the Venture with
any of the Shareholders and/or their respective Affiliate Companies or
modifications thereto, excluding (a) the Definitive Agreements and the
Preexisting Agreements, and (b) any other Agreement that is necessary to
ensure the carriage of the Ventures Content under the terms and conditions of
the Net Brasil Distribution Agreement. For the avoidance of doubt, the
distribution of all Ventures Content to third parties shall not be limited or
restricted by any provision set forth in such Agreements other than MFN
provisions;(xvii)
    
    the launch and/or discontinuation by the Venture of an Adult Content
channel;(xviii)
    
    the tax election/tax returns that could have a material impact on PTVLA,
Claxson or PEGI; and(xix)
    
    approval of amendments and modifications by the Shareholders
to the Ventures by-laws, as the case may be, except as provided in item (vi)
above.
 st
 27




---



##### 



(i)
    
    the use by the Venture of the Playboy Trademarks, the Playboy
Unbranded Trademarks, the Playboy Branded Adult Content and the Playboy
Unbranded Adult Content outside the guidelines provided by PTVLA in accordance
with the provisions of this Shareholders Agreement, the Trademark and Content
Standards or as otherwise agreed in this Shareholders Agreement.
  28




---



##### 



SECTION VI
BUSINESS PLANS
    Assembléia Geral Ordinária
  provided that
 29




---



##### 



SECTION VII
DIVIDEND POLICY AND FINANCIAL AND ACCOUNTING PRACTICES
       30




---



##### 



SECTION VIII
TRANSFER OF SHARES
  (i)
    
    Subject to the provisions of this Section 8.1, any Shareholder (a
Transferring Shareholder) may Transfer all or a portion of its Shares (I) to any
Person which is a directly or indirectly wholly owned subsidiary of PEI and/or
Claxson or GCP, (II) to GCP, in case of Globosat, and (III) to PEGI, in case of
PTVLA (each a Permitted Transferee), provided that such Transferring
Shareholder: (a) provides written notice to the other Shareholder at least five
(5) days prior to any such Transfer, (b) on or before the date of such Transfer,
delivers to the other Shareholder the written Agreement of the Permitted
Transferee to be bound by the terms of this Shareholders Agreement, (c) in the
event of item (I) above, guarantees in writing that such Permitted Transferee will
remain a wholly-owned subsidiary of the Transferring Shareholder with 100% (one
hundred percent) of its voting and beneficial equity owned by such Transferring
Shareholder for as long as the Permitted Transferee
 31




---



##### 



owns such Shares, (d) guarantees in writing the performance of the obligations
of such Permitted Transferee under the Shareholders Agreement, and (e)
guarantees, on or before the date of such Transfer, in writing that none of
the Persons listed in Exhibit 8.1.(i) are direct or indirect shareholders of
such Permitted Transferee. In the event that a Shareholder Transfers a portion
of its Shares pursuant to this Section 8.1.(i), the Transferring Shareholder
and the Permitted Transferee shall, for all the purposes of the Shareholders
Agreement, be treated as if they were a single shareholder, and shall be
represented by the Transferring Shareholder;(ii)
    
    In addition to the provisions set forth in Section 8.1.(i) above, any
Transfer of Shares or an interest therein shall be conditional upon: (a) the
receipt of all necessary governmental and third party consents and approvals
required as a result of the Transfer, the cost of which shall be exclusively borne
by the Transferring Shareholder; and (b) the Transfer not resulting in a breach of
any applicable Laws, license, permit, or other approval, or any Agreement to which
the Venture, the Transferring Shareholder or the Transfer is subject; and(iii)
    
    The Shareholders hereby agree that neither of them shall make any
Transfer of Shares under Section 8.1.(i) above during the four (4) years
immediately following the date of execution of this Shareholders Agreement and
that any Transfer of Shares contrary to this Section 8.1 shall be void and without
effect and the Venture shall refrain from registering such Transfer in its proper
books and records.
 provided that
 32




---



##### 



pro rata
  medida constritiva
  33




---



##### 



(i)
    
    the Shares shall be Transferred free and clear of any Liens of any
nature whatsoever; and(ii)
    
    any Transfer shall not be subject or conditioned to the granting of
any covenants, representations or warranties whatsoever, and shall be carried out
on an as is basis, except for the provisions of Section 8.5.(i) above.
 SECTION IX
BUY-UP OPTION
 st st st st st st st st
  34




---



##### 



th
    35




---



##### 



SECTION X
DETERMINATION OF THE FAIR MARKET VALUE
  pro rata
  36




---



##### 



SECTION XI
REPRESENTATIONS AND WARRANTIES
  37




---



##### 



(i)
    
    PTVLA (a) is a private limited liability company duly formed and validly
existing in accordance with the Laws of its jurisdiction, (b) is in regular operation,
(c) has full corporate power and authority to own or hold, and operate its properties,
business and assets, and to carry out its business as it is now being conducted, (d)
is substantially in compliance with any and all material Laws of the United States of
America applicable to it or to the conduct of its business, and (e) has obtained all
the required material approvals, licenses, authorizations, registrations and permits
from relevant federal, state and municipal authorities for carrying out of its
business and activities;(ii)
    
    PTVLA has full corporate power and authority to execute and deliver this
Shareholders Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this Shareholders
Agreement, and the performance of its obligations hereunder, have been duly authorized
by all corporate bodies of PTVLA. The legal representatives of the PTVLA who sign this
Shareholders Agreement are duly empowered to execute the present Shareholders
Agreement, without any restriction;(iii)
    
    except as provided for in Section XIX below, no registration, declaration or
filing with, and no consent, authorization or approval of, any Governmental Authority
or other Person is required for the execution or delivery by PTVLA of this
Shareholders Agreement, or for the assumption by PTVLA of the obligations contemplated
herein;(iv)
    
    neither the execution or delivery of, nor the performance or consummation by
PTVLA of its obligations under this Shareholders Agreement (a) violate, conflict with
or result in a material breach or termination of, or otherwise give any other
contracting party additional rights or compensation under, or the right to terminate,
or constitute a default under the terms of, any material Agreement to which PTVLA is a
party or by which PTVLA is bound or subject to, (b) violate any judicial order
against, or binding upon, PTVLA, or (c) constitute a violation by PTVLA of any
applicable Law or of any organizational documents of PTVLA;
 38




---



##### 



(v)
    
    Exhibit 11.1.(v) contains a list of all Assets, Trademarks and substantially
all existing Adult Content (including Playboy Branded Adult Content and Playboy
Unbranded Adult Content) owned, developed, exploited, operated, distributed, produced
and/or marketed by PTVLA which shall be transferred (directly or indirectly, including
but not limited to through capital contributions, licensing or sublicensing
Agreements) or licensed to the Venture in accordance with the provisions of this
Shareholders Agreement (the PTVLA Assets). PTVLA has the power and authority
necessary to effectively transfer and license the PTVLA Assets, which are free and
clear of all Liens (other than Liens that do not create a material adverse effect on
the use of the PTVLA Assets) and are in good standing and are not the subject of any
challenge in all material respects. To PTVLAs knowledge, there have been no claims
made and the PTVLA has not received any notice that any of the material PTVLA Assets
is invalid or conflicts with the asserted rights of others, except for those conflicts
which would not reasonably be expected to cause a material adverse effect on the
Ventures business;(vi)
    
    there are no actions, suits, claims, proceedings or investigations pending
or, to the best of PTVLAs knowledge, threatened against it in any court or before or
by any Governmental Authority, agency, instrumentality or any arbitrator in which, in
PTVLAs good-faith opinion, there is a reasonable possibility of an adverse decision
that could, whether individually or in the aggregate, materially and adversely affect
PTVLAs ability to perform its obligations under this Shareholders Agreement. There
are no judgments, decrees, injunctions, or orders of any court, Governmental
Authority, agency, instrumentality or arbitrator against PTVLA that could, whether
individually or in the aggregate, materially and adversely affect its ability to
perform its obligations under this Shareholders Agreement;(vii)
    
    all payments and expenditures in connection with the Venture and this
Shareholders Agreement will be recorded properly and accurately in the accounts of
PTVLA;(viii)
    
    PTVLA is the sole and lawful owner and holder of three thousand (3.000) common
Shares, representing forty percent (40%) of the total and voting corporate capital of
the Venture. On the date hereof, all Shares
 39




---



##### 



issued by the Venture and held by PTVLA are free and clear of any Liens of any
nature whatsoever and will continue to be free and clear of any Liens of any nature
whatsoever thereafter;(ix)
    
    the representations and warranties contained in this Section 11.1 do not
contain any untrue statement of a material fact and do not omit any material fact that
would make the statements made herein misleading. To the best of PTVLAs knowledge,
there is no fact that materially and adversely affects the PTVLA Assets or PTVLAs
ability to perform its obligations under this Shareholders Agreement; and(x)
    
    to the best of PTVLAs knowledge, information and belief, the performing
rights in all musical compositions contained in the Adult Content licensed by PTVLA to
the Venture under the License Agreement are: (i) controlled by a performing rights
society having jurisdiction in the Territory, (ii) controlled by PTVLA, or (iii) in
the public domain. PTVLA does not represent or warrant the payment of such music
performing royalty rights, except with respect to the distribution agreements set
forth in Exhibit 11.1(x), which shall be the solely responsible for any costs related
to it and shall promptly defend and hold the Venture and Globosat harmless from any
penalty or liability arising therefrom.
  (i)
    
    Globosat (a) is a private limited liability company duly incorporated and
validly existing in accordance with the Laws of Brazil, (b) is in regular operation,
(c) has full corporate powers and authority to own or hold, and operate its
properties, business and assets, and to carry out its business as it is now being
conducted, (d) is substantially in compliance with any and all material Laws of Brazil
applicable to it or to the conduct of its business, and (e) has obtained all the
required material approvals, licenses, authorizations, registrations and permits from
relevant federal, state and municipal authorities for carrying out of its business and
activities;
 40




---



##### 



(ii)
    
    Globosat has full corporate power and authority to execute and deliver this
Shareholders Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this Shareholders
Agreement, and the performance of its obligations hereunder, have been duly authorized
by all corporate bodies of Globosat. The legal representatives of Globosat who sign
this Shareholders Agreement are duly empowered to execute the present Shareholders
Agreement, without any restriction;(iii)
    
    except as provided for in Section XIX below, no registration, declaration or
filing with, and no consent, authorization or approval of, any Governmental Authority
or other Person is required for the execution or delivery by Globosat of this
Shareholders Agreement, or for the assumption by Globosat of the obligations
contemplated herein;(iv)
    
    neither the execution or delivery of, nor the performance or consummation by
Globosat of its obligations under this Shareholders Agreement (a) violate, conflict
with or result in a material breach or termination of, or otherwise give any other
contracting party additional rights or compensation under, or the right to terminate,
or constitute a default under the terms of, any material Agreement to which Globosat
is a party or by which Globosat is bound or subject to, (b) violate any judicial order
against, or binding upon, Globosat, or (c) constitute a violation by Globosat of any
applicable Law or of any organizational documents of Globosat;(v)
    
    Exhibit 11.2.(v) contains a list of all Assets, Trademarks and substantially
all existing Adult Content owned, developed, exploited, operated, distributed,
produced and/or marketed by Globosat which shall be transferred (directly or
indirectly, including but not limited to through capital contributions, licensing or
sublicensing Agreements) to the Venture in accordance with the provisions of this
Shareholders Agreement (the Globosat Assets). Globosat has the power and authority
necessary to effectively transfer the Globosat Assets, which are free and clear of all
Liens (other than Liens that do not create a material adverse effect on the use of the
Globosat Assets) and are in good standing and are not the subject of any challenge in
all material respects.
 41




---



##### 



To Globosats knowledge, there have been no claims made and Globosat has not
received any notice that any of the material Globosat Assets is invalid or
conflicts with the asserted rights of others, except for those conflicts which
would not reasonably be expected to cause a material adverse effect on the
Ventures business;(vi)
    
    there are no actions, suits, claims, proceedings or investigations pending
or, to the best of Globosats knowledge, threatened against it in any court or before
or by any Governmental Authority, agency, instrumentality or any arbitrator in which,
in Globosats good-faith opinion, there is a reasonable possibility of an adverse
decision that could, whether individually or in the aggregate, materially and
adversely affect Globosats ability to perform its obligations under this Shareholders
Agreement. There are no judgments, decrees, injunctions, or orders of any court,
Governmental Authority, agency, instrumentality or arbitrator against Globosat that
could, whether individually or in the aggregate, materially and adversely affect its
ability to perform its obligations under this Shareholders Agreement;(vii)
    
    all payments and expenditures in connection with the Venture and this
Shareholders Agreement will be recorded properly and accurately in the accounts of
Globosat;(viii)
    
    Globosat is the sole and lawful owner and holder of four thousand and five hundred
(4.500) common Shares, representing sixty percent (60%) of the total and voting
corporate capital of the Venture. On the date hereof, all Shares issued by the Venture
and held by Globosat are free and clear of any Liens of any nature whatsoever and will
continue to be free and clear of any Liens of any nature whatsoever thereafter; and(ix)
    
    the representations and warranties contained in this Section 11.2 do not
contain any untrue statement of a material fact and do not omit any material fact that
would make the statements made herein misleading. To the best of Globosats knowledge,
there is no fact that materially and adversely affects the Globosat Assets or
Globosats ability to perform its obligations under this Shareholders Agreement.
 42




---



##### 



SECTION XII
NON COMPETITION
    43




---



##### 



a la carte
   SECTION XIII
USE OF TRADEMARKS AND VENTURES CORPORATE NAME
  44




---



##### 



SECTION XIV
TERM
    45




---



##### 



th
 46




---



##### 



SECTION XV
TERMINATION
  (i)
    
    the commencement by or against a Defaulting Shareholder of bankruptcy,
insolvency, dissolution, liquidation, judicial reorganization,
composition with creditors or any similar proceeding, that is not dismissed or
withdrawn within sixty (60) days; or
 47




---



##### 



(ii)
    
    a breach by a Defaulting Shareholder of a material obligation that has not
been cured within sixty (60) days from the receipt of a written notice to that effect
from the Non-Defaulting Shareholder; or(iii)
    
    the cessation, expropriation or threat of expropriation of a Defaulting
Shareholders business or a substantial part thereof.
     48




---



##### 



49




---



##### 



provided
that
    50




---



##### 



SECTION XVI
REGISTRATION OF THE SHAREHOLDERS AGREEMENT
   A transferência, compra e venda das ações representadas por este
registro estão sujeitas às restrições previstas em um acordo de
acionistas. Uma cópia deste acordo de acionistas está arquivada na
sede social da PB Brasil Entretenimento S.A., cujas cláusulas
referentes a tais restrições podem ser examinadas durante o
expediente normal da companhia.
 SECTION XVII
OTHER AGREEMENTS
   51




---



##### 



provided that
 52




---



##### 



except that
 53




---



##### 



provided that
  st
  SECTION XVIII
CONFIDENTIALITY
  54




---



##### 



SECTION XIX
SUBMISSION TO CADE
   pro rata
    55




---



##### 



provided that
    56




---



##### 



provided that
 57




---



##### 



SECTION XX
INDEMNIFICATION
  SECTION XXI
DISPUTE RESOLUTION
    58




---



##### 



SECTION XXII
GENERAL PROVISIONS
       59




---



##### 



60




---



##### 



If to Globosat, to:
Globosat Programadora Ltda.
Rua Itapiru 1209  parte
Rio Comprido  CEP: 20.251-032
Rio de Janeiro, RJ  Brazil
Attn: Sr. Alberto Pecegueiro
Tel: 55-21-2503-7763
Fax: 55-21-2273-2770
With copy to Globosat:
Av. Afrânio de Melo Franco 135  4o andar
Leblon  CEP 22.430-060
Rio de Janeiro, RJ  Brazil
Attn: Simone Nunes Lahorgue
Tel.: 55-21-2540-4495
Fax: 55-21-2540-4727If to PTVLA, to:
Playboy TV Latin America, LLC
1550 Biscayne Boulevard
Miami, FL, 33132, USA
Attn: General Counsel
Tel.: 1-305-894-3500
Fax: 1-305-894-4803
With Copy to PEGI:
Playboy Entertainment Group, Inc.
2706 Media Center Drive
Los Angeles, CA 90065, USA
Attn: Business and Legal Affairs
Tel: 1-323-276-4000
Fax: 1-323-276-4502
 61




---



##### 



garantia de execução
   62




---



##### 



GLOBOSAT PROGRAMADORA LTDA.
 PLAYBOY TV LATIN AMERICA, LLC
  PB BRASIL ENTRETENIMENTO S.A.
   /s/
Alessandra Guedes
 /s/
Leidjane Ribeiro de Lima
    63