PLAYBOY ENTERPRISES INC
TRANSFER OF SERVICE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4C
<SEQUENCE>5
<FILENAME>ex10-4c.txt
<DESCRIPTION>TRANSFER OF SERVICE AGREEMENT
<TEXT>

                                                                   Exhibit 10-4c

                                                        Califa /Spice Assignment
                                                                        02/21/02
                                                                     Page 1 of 1

                          TRANSFER OF SERVICE AGREEMENT

Califa Entertainment Group, Inc. ("Former Customer") having its principal place
of business at 15127 Califa St., Van Nuys, California, requests that Loral
SpaceCom Corporation, doing business as Loral Skynet(R) ("SKYNET"), transfer the
following service to Spice Hot Entertainment, Inc. ("New Customer"), having its
principal place of business at 9242 Beverly Blvd., Beverly Hills, CA 90210.

Service to be transferred: SKYNET Transponder Service consisting of one 36MHz
20W C-band Fully Protected transponder (the "Service") on the Telstar 5
satellite (subsequently moved to Telstar 7), which Service began March 15, 1999
and shall continue through the End of Life ("EOL") of Telstar 5 at a monthly
rate of $145,000.00, such Service being ordered pursuant to the Agreement
between Former Customer and SKYNET entered into effective February 8, 1999.

The transfer will be effective as of July 6, 2001. This Transfer of Service
Agreement acknowledges that (i) Former Customer has paid for Service provided
through June 30, 2001 and (ii) New Customer, through its Playboy Enterprises
parent, has been paying for the Service since July 1, 2001. The Service is not
to be interrupted or relocated at the time the transfer is made.

New Customer agrees to assume all obligations of Former Customer at the time of
transfer. These obligations may include and are not limited to: (1) all
outstanding indebtedness for the Service, (2) the unexpired portion of the
original term of Service and revenue commitment(s), and (3) any unexpired
termination liability(ies).

FORMER CUSTOMER                            NEW CUSTOMER


By: /s/ W. Asher                           By: /s/ James English
   ----------------------------------         ----------------------------------
   (Signature of Authorized                 (Signature of Authorized
       Representative)                         Representative)

Print: W. Asher                            Print: J. English
     --------------------------------            -------------------------------
Title: President                           Title: President
      -------------------------------            -------------------------------
Date:  2/22/02                             Date:  2/22/02
      -------------------------------            -------------------------------

Agreed to by SKYNET:


By:  R.J. DeMartini
   -----------------------------------------------------
     (Signature of Authorized Representative)

Print: R.J. DeMartini
      --------------------------------------------------

Title: Director, Supplier Relations & Customer Contracts
      --------------------------------------------------

Date: 2/22/02
      --------------------------------------------------

--------------------------------------------------------------------------------
SKYNET and its logo are registered trademarks of Loral SpaceCom Corporation

                            LORAL SKYNET PROPRIETARY

</TEXT>
</DOCUMENT>
