Exhibit 10.1.3

Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission. The
omissions have been indicated by asterisks ("*****"), and the omitted text has
been filed separately with the Securities and Exchange Commission.

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

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

Re:  Spice and Adam & Eve

Dear Steve:

      This letter  confirms our agreement  that effective June 1, 1997, the Fees
payable for PPV Cable  Subscribers for Spice and Adam & Eve shall be the greater
of: (1) ***** of the Gross receipts attributable to such PPV buys; or (2) *****.
This letter  agreement  shall remain in effect for the Term so long as there are
no less than ***** million Addressable Subscribers in Systems. Capitalized terms
in this letter  agreement  shall have the same meaning as the definition of such
terms in the  Affiliation  Agreement,  as amended,  dated as of November 1, 1992
between Spice, Inc., and Satellite Services, Inc.

      If this letter  accurately  sets forth our  agreement,  please sign in the
space indicated below and return it to me.

                                            Satellite Services, Inc.
                                            By:   /s/ J. Hinderg
                                            Name: J. Hinderg, Jr.
                                            Title:   President

ACCEPTED AND AGREED TO:

By:     /s/ Steve Saril
Name:   Steve Saril
Title:  President

cc: James Cofer