agreement

                                                                  Exhibit 10.2.2

              AMENDMENT No 1 TO CONTRACT Number T70102100 (IA7-C15)

            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 provision of service
on transponder   15 of the Telstar 7 satellite   effective as of 1 March 2001 (the
"Agreement");

      WHEREAS,   Playboy Entertainment Group, Inc.   subsequently   transferred and
assigned the Agreement to Andrita Studios, Inc. effective as of 1 February 2004;

      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 4 of the Agreement   provides   CUSTOMER with the option to
extend the term of service,   and CUSTOMER and Intelsat now desire to extend such
term;

      NOW THE