Sample Business Contracts

Distribution Agreement [Amendment No. 2] - Playboy Entertainment Group Inc. and Orion Home Video

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                                                    December 31, 1997

Bill Asher
Vice President - New Business
Playboy Entertainment Group, Inc.
9242 Beverly Blvd.
Beverly Hills, CA 90210

Dear Bill:

This letter will confirm the material terms of our agreement this date amending
the June 27, 1996 Distribution Agreement, as amended (the "Distribution
Agreement"), between Playboy Entertainment Group, Inc. ("Playboy") and Orion
Home Video ("Orion"), as follows:

1. Orion shall take immediate delivery of *** within 12 business days of full
and satisfactory delivery of each such picture as defined in the Distribution
Agreement. Orion shall have no obligation whatsoever to release, distribute or
account to Playboy for any of the Branded Product.

2. Orion shall take delivery of the *** , as set forth in the Distribution
Agreement, however, Orion will have no obligation whatsoever to release,
distribute or account to Playboy for any of the Unbranded Product. Delivery and
payment of the Guaranteed Advances shall be made in accordance with the delivery
and payment schedule set forth in the Distribution Agreement.

3. In exchange for *** , pursuant to the Production Agreement between Playboy
and Motion Picture Corporation of America ("MPCA") dated February 23, 1994 (the
"MPCA/Playboy Agreement") which amount is represented to be *** as set forth in
the December 17, 1997 statement from Playboy sent by fax to MPCA on December 17,
1997 for the period ending September 30, 1997. The remainder of any and all
amounts owed to MPCA shall be paid to MPCA c/o David Bishop, MGM Home
Entertainment within 5 business days


*** Confidential information omitted pursuant to a request for confidential
    treatment filed separately with the Securities and Exchange Commission.

from the date of this letter agreement. Playboy shall continue to account and
pay to MPCA on a timely basis any and all amounts, whether in the form of
advances or royalties, which become due and owing to MPCA pursuant to the
MPCA/Playboy Agreement.

The parties agree to prepare and execute a long form agreement, however, this
letter agreement shall constitute a binding contract upon signature by both

                                        Very truly yours,

                                        /s/ Mary Luppi Basich
                                            Mary Luppi Basich

Accepted and agreed to on behalf of
Playboy Entertainment Group, Inc:

By: /s/ William Asher

Its: V.P-New Business

Dated: 12/31/97