Amendment

                                                                  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