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Exhibit 4.17
 PARENT COMPANY AGREEMENT
       (i)
    
    Claxson and PEGI have recognized worldwide expertise in the business of adult
entertainment, including the development and production of Adult Content for Television
and Other Media;(ii)
    
    Claxson and PEGI combined own 100% of the interest in PVTLA;(iii)
    
    Globosat and PTVLA have executed on this date the MOU, copy of which is attached
hereto as Exhibit (iii), regarding an association to develop and exploit Adult Content in
Television and Other Media in Brazil, through a corporation, with a purpose of the
development and exploitation of business; and(iv)
    
    Claxson and PEGI, as parent companies of PTVLA, and Globosat desire to outline the
rights and obligations of the Parties (additionally to those provided for in the MOU)
regarding conduct of the business and non-
competition provisions, among other issues, that shall rule the Ventures business and
activities.
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(i)
    
    PEGI and Claxson (a) are corporations duly incorporated and validly existing
in accordance with the Laws of their jurisdictions, (b) are in regular operation, (c)
have full corporate power and authority to own or
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hold, and operate their properties, business and assets, and to carry out their
business as it is now being conducted, (d) are substantially in compliance with any
and all material Laws of the United States of America or BVI, respectively,
applicable to them or to the conduct of their business, and (e) have obtained all
the material required approvals, licenses, authorizations, registrations and
permits from relevant federal, state and municipal authorities for carrying out of
their business and activities;(ii)
    
    PEGI and Claxson have full corporate power and authority to execute and
deliver this Parent Company Agreement, to perform their obligations hereunder and to
consummate the transactions contemplated hereby. The execution and delivery of this
Parent Company Agreement, and the performance of their obligations hereunder, have
been duly authorized by all corporate bodies of PEGI and Claxson to the extent
necessary, as the case may be. The legal representatives of PEGI and Claxson who sign
this Parent Company Agreement are duly empowered to execute the present Parent Company
Agreement, without any restriction;(iii)
    
    except as provided for in Section 12.3 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 PEGI or Claxson
of this Parent Company Agreement, or for the assumption by PEGI and/or Claxson of the
obligations contemplated herein;(iv)
    
    neither the execution or delivery of, nor the performance or consummation by
PEGI and/or Claxson of their obligations under this Parent Company 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 agreement to which PEGI
and/or Claxson are a party or by which PEGI and/or Claxson are bound or subject to,
(b) violate any judicial order against, or binding upon, PEGI and/or Claxson, or (c)
constitute a material violation by PEGI and/or Claxson of any applicable material Law
of the United States of America or BVI, respectively, or of any organizational
documents of PEGI and/or Claxson;
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(v)
    
    To the best of their knowledge, PEGI and/or Claxson have all rights necessary
to enter into and comply with the terms and conditions of this Parent Company
Agreement with respect to its licensing of Trademarks and Content to the Venture, and
have the power and authority necessary to enter into the terms set forth herein;(vi)
    
    the representations and warranties contained in this Section 3.1 do not
contain any untrue statement of a material fact and do not omit any material fact the
omission of which would make the statements made herein misleading. To the best of
PEGI and/or Claxsons knowledge, there is no fact that materially and adversely
affects the Content licensed to the Venture hereunder, or any conditions, liabilities
or operations of PEGI and/or Claxson that has not been set forth herein; and(vii)
    
    Except with respect to the Playboy Brazil Magazine Assets and its existing
agreement with PTVLA, PEGI is not a party to any Preexisting Agreements regarding
Playboy Branded Adult Content and Playboy Unbranded Content for distribution in
Brazil.
  (i)
    
    Globosat (a) is a private corporation 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 material required
approvals, licenses, authorizations, registrations and permits from relevant federal,
state and municipal authorities for carrying out of its business and activities;(ii)
    
    Globosat has full corporate power and authority to execute and deliver this
Parent Company Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this Parent Company
Agreement, and the performance of its obligations hereunder, have been duly authorized
by all corporate
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bodies of Globosat, to the extent necessary. The legal representatives of Globosat
who sign this Parent Company Agreement are duly empowered to execute the present
Parent Company Agreement, without any restriction;(iii)
    
    except as provided for in Section 12.3, 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 Parent
Company 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 Parent Company 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 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 material violation by Globosat of any
applicable material Law of Brazil or of any organizational documents of Globosat;(v)
    
    To the best of its knowledge, Globosat has all rights necessary to enter into
and comply with the terms and conditions of this Parent Company Agreement with respect
to its licensing of Trademarks and Content to the Venture, and has the power and
authority necessary to enter into the terms set forth herein; and(vi)
    
    the representations and warranties contained in this Section 3.2 do not
contain any untrue statement of a material fact and do not omit any material fact the
omission of which would make the statements made herein misleading.
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a la carte
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(i)
    
    execute the Definitive Agreements;(ii)
    
    confirm that all the representations and warranties provided
for in Section III above are still true, accurate, valid and complete; and(iii)
    
    shall deliver legal opinions in English language, by law
offices legally authorized to practice law at their respective jurisdictions,
attesting that (i) each Party, as the case may be, has full corporate power
and authority to execute and deliver this Parent Company Agreement, (ii) each
Party, as the case may be, is able to perform its obligations herein and to
consummate the transactions contemplated hereby, (iii) the execution and
delivery of the Parent Company Agreement, and the performance of its
obligations provided herein, have been duly authorized by all requisite
corporate actions of the relevant Party, and (iv) the legal representatives of
the relevant Party who sign this Parent Company Agreement are duly empowered
to execute such documents, without any restriction.
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provided that
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provided
that
 
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binding
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If to Globosat, to:
 If to Claxson, to:
 
 If to PEGI, to:
 
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garantia de execução
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Witnesses:1.Name:ID no.:
 Witnesses:2.Name:ID no.:
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