agreement

                                                                  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   co