SIXTH AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT

         This Sixth Amendment, dated as of December 31, 1997, is to that certain
Employment Agreement made and entered into as of June 1, 1992, (as heretofore
amended, the "Employment Agreement") by and between SPICE ENTERTAINMENT
COMPANIES, INC. (f/k/a GRAFF PAY-PER-VIEW INC.), a Delaware corporation (the
"Company") and J. ROGER FAHERTY (the "Executive").

                                  Introduction

         The parties entered into the Employment Agreement on June 1, 1992, a
First Amendment thereto as of February 22, 1993, a Second Amendment thereto as
of June 15, 1993 and a Third Amendment thereto as of March 23, 1995 ("Third
Amendment"), a Fourth Amendment thereto as of January 1, 1996 ("Fourth
Amendment") and a Fifth Amendment thereto as of April 1, 1997 ("Fifth
Amendment") and now desire to further amend certain provisions of the Employment
Agreement, setting forth herein the revised terms and conditions of the
Executive's continued employment by the Company and its subsidiaries from and
after the date of this Agreement.

         The Fourth Amendment provided for, among other things, the addition of
a loan provision to the Employment Agreement. The Fourth Amendment also provided
that any loan thereunder would have a maturity date of December 31, 1996.
Pursuant to a letter from the Chairman of the Company's Compensation Committee
dated December 31, 1996 (the "Extension Letter"), the Company extended the
maturity date of the loan to December 31, 1997. The parties wish to further
amend the loan provision and adjust Executive's salary for 1998.

         Accordingly, in consideration of the mutual covenants and agreements
set forth herein and the mutual benefits to be derived herefrom, and intending
to be legally bound hereby, the Company and the Executive agree as follows:

         1.       Definitions.  All defined terms used in this Amendment, unless
otherwise defined herein, shall have the meanings ascribed to them in the 
Employment Agreement.

         2. Adjustment in Base Salary. Section 3(a) of the employment Agreement
shall be amended to reflect that Executive's Base Salary shall be $367,500 for
the year ending December 31, 1998 and shall thereafter be adjusted as otherwise
provided for in Section 3(a), as amended by the Fourth Amendment.

         3.       Loans.  Section 3(e) of the Employment Agreement as heretofore
amended, is hereby amended in its entirety to read as follows:

                  "3(e) Loans. As at December 31, 1997 the Company had loaned
                  Executive, including accrued interest, an aggregate of
                  $282,277.72. Executive and Company agree that the principal
                  amount of the loan shall not be increased other than as a
                  result of interest which Executive may elect to accrue and add
                  to the outstanding principal balance. Commencing January 1,
                  1998, the loan shall bear interest at the prime rate announced
                  by Chase Manhattan Bank, N.A., from time to time, as its prime
                  lending rate, plus one percent."


         4.       Miscellaneous.

                  (a) Integration: Modification. The Employment Agreement, as
amended by this Amendment and the previous amendments, constitutes the entire
understanding and agreement between the Company and the Executive regarding its
subject matter and supersedes all prior negotiations and agreements, whether
oral or written, between them with respect to its subject matter. This Agreement
may not be modified except by a written agreement signed by the Executive and a
duly authorized officer of the Company.

                  (b) Counterparts. This Amendment may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
<PAGE>

         IN WITNESS WHEREOF, this Agreement has been executed by the Executive
and on behalf of the Company by its duly authorized officer on the date first
written above.

                                       SPICE ENTERTAINMENT COMPANIES, INC.



                                       By: /s/ Daniel J. Barsky
                                       ------------------------------------
                                       Name:  Daniel J. Barsky
                                       Title: Senior Vice President &
                                              General Counsel


                                       EXECUTIVE


                                       /s/ J. Roger Faherty
                                       ------------------------------------
                                       J. Roger Faherty