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Contract Number T70102100 (IA7-C15) [Amendment No. 1] - Playboy Entertainment Group Inc. and Loral SpaceCom Corp. d/b/a Loral Skynet

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             AMENDMENT No 1 TO CONTRACT Number T70102100 (IA7-C15)

This  Amendment  (the  "Amendment")  is  made  as of the  7th  day  of May  2004
("Effective Date").

      WHEREAS, Playboy Entertainment Group, Inc. and Loral SpaceCom Corporation,
d/b/a Loral Skynet ("Loral")  executed an agreement for the provision of service
on transponder  15 of the Telstar 7 satellite  effective as of 1 March 2001 (the

      WHEREAS,  Playboy Entertainment Group, Inc.  subsequently  transferred and
assigned the Agreement to Andrita Studios, Inc. effective as of 1 February 2004;

      WHEREAS,  Intelsat LLC, a company  organized and existed under the laws of
Delaware,  acquired  the  assets  of Loral  effective  17 March  2004,  and,  in
connection  with that  acquisition,  the  Agreement was assigned to Intelsat USA
Sales Corp.  ("Intelsat"),  a company also organized and existing under the laws
of Delaware  effective on the same date,  and CUSTOMER has validly  consented to
said assignment;

      WHEREAS Telstar 7 has been renamed Intelsat Americas 7 (IA-7);

      WHEREAS  Section 4 of the Agreement  provides  CUSTOMER with the option to
extend the term of service,  and CUSTOMER and Intelsat now desire to extend such

      NOW THEREFORE,  in  consideration of the promises herein exchanged and for
other good and valuable  consideration  the receipt and  sufficiency of which is
hereby acknowledged,  the Parties agree to amend the Terms and Conditions to the
Agreement as described below:

A.    All terms not otherwise  defined herein shall have the meaning ascribed to
      them in the Agreement.

B.    All references to Skynet are replaced with  "Intelsat," and all references
      to Telstar 7 are replaced with IA-7.

C.    The term of service under Section 4 of the Agreement is extended  until 31
      January 2013, CUSTOMER shall have the option to extend the term of service
      under the Agreement to the end-of-life (EOL) of IA-7 by providing Intelsat
      with  notice no less than six (6) months  prior to the  expiration  of the
      current  term  (notice  prior to July 31,  2013)  at the  monthly  rate of

D.    Section 7(ii) of the Agreement is deleted and replaced with: