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