Exhibit 10.4.2

                  AMENDMENT No 1 TO CONTRACT Number GSS0210100
                           (Digital Channel Platform)

            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  creation  and
marketing to potential  customers,  a multi-channel video and audio transmission
service,  including video compression,  uplink, and satellite capacity effective
as of 4 February 2003 (the "Agreement");

      WHEREAS,  Intelsat LLC, a company organized and existing 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 11.1 of the Agreement  provides that the Initial Term (as
defined in the Agreement)  shall continue for a period of five (5) years,  until
February 3, 2008, and CUSTOMER and Intelsat now desire to extend such term;

      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  Initial  Term of  service  under  Section  11.1 of the  Agreement  is
      extended until 31 January 2013.

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

      If to Intelsat:  Director, Contracts
                       Intelsat
                       3400 International Drive NW
                       Washington, D.C. 20008
                       Tel: 202 944 7200

      With a copy to:  General Counsel



            Except as herein  amended,  all other  provisions  of the  Agreement
shall remain in full force and effect.  In the event of any conflict between the
terms of this Amendment and those of the Agreement,  the terms of this Amendment
shall  supersede  those of the  Agreement and  exclusively  govern the matter in
question.

            IN WITNESS WHEREOF, the Parties hereto have executed or caused to be
executed this Amendment as of the Effective Date first written above.

INTELSAT USA SALES CORP.

BY: /s/ Stephen Spengler
    -----------------------------------
        Stephen Spengler
        Director and President


PLAYBOY ENTERTAINMENT GROUP, INC.

BY: /s/ Alexandra Atkins Shepard
    -----------------------------------
        Alexandra Atkins Shepard
        Senior Vice President