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Playboy TV International LLC Agreement 09-24-1999








This First Amendment to Operating Agreement for Playboy TV International,

LLC (this "Amendment") is made and entered into on September 24, 1999, by and

between Playboy Entertainment Group, Inc., a Delaware corporation ("PEGI"), and

Victoria Springs Investments, Ltd., a British Virgin Islands corporation

("VSI"), with reference to the following facts. All capitalized terms not

defined in this Amendment will have the meaning ascribed to them in that certain

"Operating Agreement for Playboy TV International, LLC" by and between PEGI and

VSI dated as of August 31, 1999 (the "Agreement").


A. The parties formed Playboy TV International, LLC, a limited liability

company organized under the laws of the State of Delaware (the "Company"), and

in connection therewith the parties have entered into the Agreement.


B. The provisions set forth below appeared in that certain "Playboy TV

International, LLC Agreement Outline" by and among PEII, PEGI and Bloomfield

dated as of December 16, 1998, as amended (the "Agreement Outline"), but were

unintentionally omitted from the Agreement.


C. The parties desire to adopt and approve the following provisions and

incorporate them into the Agreement, effective as of the Effective Date.


NOW, THEREFORE, in consideration of the foregoing and the mutual

agreements contained herein, and intending to be legally bound, the parties

agree as follows:


1. Amendment to Agreement.


Upon execution of this Amendment, the Agreement will be amended by

inserting the following new provision as Section 6.4.11 thereof:


"6.4.11 Scheduling. Scheduling of all Channels will be done by PEGI,

completed by PEGI staff, but with full rights of consultation to the Company.

The following schedule steps and conditions will apply:


(a) PEGI will complete, and supply to the person designated by

the Company (the "Company Designee"), the first draft of a given month's

schedule for each Channel (each, a "Monthly Schedule") at least one hundred

twenty (120) calendar days prior to the start of that month.


(b) The Company Designee will, within fifteen (15) calendar

days of receipt of a Monthly Schedule, suggest changes to the person designated

by PEGI (the "PEGI Designee").




(c) The PEGI Designee will, within ten (10) calendar days of

receipt of the changes suggested by the Company Designee, signify that the

Company's changes are acceptable or will explain why PEGI disagrees with the

suggested changes.


(d) The parties will then have five (5) additional calendar

days to confer with respect to these suggested changes. If, at the end of this

period (i.e., at least ninety (90) days prior to the start of the given month)

the parties cannot agree, the Company's decision will be controlling, except

where PEGI reasonably believes that the Company's decision will: (i) result in

the violation of a third party's contractual rights; (ii) create undue risk of

government fine or sanction; or (iii) diminish PEGI's trademarks in "Playboy,"

"Spice," the "Rabbit Head Design" and such other "Playboy-," "Spice-" and

"AdulTVision-" related trademarks, trade names, logos, and similar materials as

now exist or may exist in the future in any material respect.


(e) In the event that PEGI supplies a Monthly Schedule to the

Company Designee later than one hundred twenty (120) days prior to the start of

the given month, the time needed to "make up" the lost time will come from

PEGI's response time to the Company's suggested changes (clause (c) above)."


2. Other Terms.


Except as otherwise provided herein, all other terms and conditions of the

Agreement will remain in full force and effect.


IN WITNESS WHEREOF, the parties have caused their duly authorized officers

to execute this Amendment, effective as of the Effective Date.





By: /s/ Anthony J. Lynn


Name: Anthony J. Lynn

Title: President





By: /s/ Jay Scharer


Name: Jay Scharer

Title: Attorney-In-Fact



By: /s/ Glenn Dryfoos


Name: Glenn Dryfoos

Title: Attorney-In-Fact