Sample Business Contracts

Agreement - Spice Networks Inc. and Satellite Services Inc.

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[Satellite Services Inc. Logo]   December 18, 1997         MAILING ADDRESS:
                                                         Post Office Box 5630
                                                        Denver, CO, 80217-5630
                                                            (303) 267-5500

Mr. Steve Saril
Spice Networks
536 Broadway, 7th Floor
New York, NY 10012

Dear Steve:

This letter  confirms our agreement  that  effective  October 1, 1996,  the Fees
payable for PPV Digital Cable Subscribers for Spice or both Spice and The Adam &
Eve Channel ("AEC") (together,  the "Spice Networks") in each System where Spice
or the Spice  Networks  are  distributed  via the digital  platform  operated by
National  Digital  Television  Center,  Inc.,  d/b/a Headend in the Sky ("HITS")
shall  in no event  collectively  exceed,  for  such  Systems,  an  amount  (the
following  are referred to as the "Rate Caps") equal to: (1) ***** per month per
Digital Addressable Subscriber if one or both of the Spice Networks are the only
adult  Channel(s)  carried on such  System,  or (2) ***** per month per  Digital
Addressable  Subscriber  if one or both of the Spice  Networks  are not the only
Adult  Channel(s)  carried on such System.  A "Digital  Addressable  Subscriber"
shall  mean an  Addressable  Subscriber  in a  System  who  receives  television
programming from HITS in a digital format utilizing equipment through which such
Addressable  Subscriber can also receive a digital PPV viewing segment of one or
both of the  Spice  Networks.  A "PVC  Digital  Cable  Subscriber"  is a Digital
Addressable  Subscriber  who is a PPV  Cable  Subscriber,  and who  purchases  a
viewing  segment  of one or  both of the  Spice  Networks  from a HITs  provided
signal. An "Adult Channel" shall mean a cable television  programming service or
channel where a majority of the programming regularly consists, during the hours
of ***** system local time,  of sexually  explicit  adult-oriented  programming,
similar to Playboy TV, AdultVision, Spice, AEC, Spice Hot or more explicit adult
programming.  In  clarification  of the  foregoing,  Action PPV,  Request 5, Hot
Choice,  or any  similarly  themed PPV  service  shall not  constitute  an Adult
Channel,  unless  such  channel  changes  its  format to a format  substantially
similar to that of an Adult Channel.

The availability of the Rate Caps are conditioned upon (i) the aggregate license
fees  payable to Spice by SSI for both  analog and digital  distribution  of the
Spice  Networks  in any month are no less than ***** of the  Baseline;  (ii) AEC
being included in the HITS programming  lineup;  and Spice being included in the
primary transponder grouping known as *****; and (iii) HITS *****


Mr. Steve Saril
December 18, 1997
Page 2

to Spice for the Spice Networks,  or Spice having  otherwise  agreed to terms of
carriage  with  HITS.  If after  the date  hereof,  the  number  of  Addressable
Subscribers  in Systems is increased or decreased from the number of Addressable
Subscribers  in such Systems as of the date hereof (the  "Baseline  Subs"),  the
Baseline  shall be  adjusted  for any month to an amount  equal to the  Baseline
multiplied by a fraction,  the  numerator of which is the number of  Addressable
Subscribers in such Systems in such month,  and the  denominator of which is the
Baseline Subs.

The "Baseline"  shall mean an amount equal to the average  monthly amount due to
Network  under the  Affiliation  Agreement  dated as of November 1, 1992 between
Network  and SSI  ("the  Affiliation  Agreement")  for the  months  of  October,
November,  and December,  1997. Capitalized terms in this letter agreement shall
have  the same  meaning  as the  definitions  of such  terms in the  Affiliation
Agreement, which, as amended, shall remain in full force and effect.



By:     /s/ Steve Saril
        Steve Saril



By:     /s/ J. Hinderg