December 14, 2009 DirecTV, Inc.

Exhibit 10.11(d)

December 14, 2009

DirecTV, Inc.

0000 Xxxx Xxxxxxxx Xxxxxxx

Xx Xxxxxxx, XX  00000

Attention:  Xxxx Xxxxxx

Dear Xxxx:

Reference is made to that certain Amended And Restated Affiliation And License Agreement For DTH Satellite Exhibition Of Programming between DirecTV, Inc. ("Affiliate") and Playboy Entertainment Group and Spice Hot Entertainment, Inc. ("Programmer") made as of August 1, 2007 as extended by the Letter Agreements dated October 12, 2009 and November 13, 2009  (the "Agreement").

Except as modified expressly below, all terms of the Agreement are hereby ratified and remain in full force and effect.  All capitalized terms used herein shall have the meanings ascribed to them as set forth in the Agreement.

Affiliate and Programmer hereby agree to extend the Term of the Agreement as set forth in Paragraph 6.(a) through the earlier of the parties entering into a replacement agreement or January 14, 2010.

Very truly yours,

PLAYBOY ENTERTAINMENT GROUP, INC.				SPICE HOT ENTERTAINMENT, INC.
/s/ Xxx Xxxxxxxxx				/s/ Xxx Xxxxxxxxx
By:	Xxx Xxxxxxxxx			By:	Xxx Xxxxxxxxx
Title:	Vice President			Title:	Vice President
	Business & Legal Affairs				Business & Legal Affairs

	ACCEPTED AND AGREED:
sw	DIRECTV, INC.
	By:	/s/ Xxxx Xxxxxx
	Title:	Xxxx Xxxxxx
		Vice President, Programming Acquisitions
			MSO #7975