Exhibit 10.4


                            PLAYBOY ENTERPRISES, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                        (as amended through May 23, 2007)

            SECTION 1. PURPOSE.

            This  Employee  Stock  Purchase  Plan (the  "Plan") is  intended  to
advance the  interests of Playboy  Enterprises,  Inc.  (the  "Company")  and its
stockholders by allowing  employees of the Company and those subsidiaries of the
Company that  participate in the Plan the  opportunity to purchase shares of the
Company's Class B Common Stock ("Class B Common Stock"). It is intended that the
Plan will  constitute an "employee  stock  purchase  plan" within the meaning of
Section 423 of the Internal  Revenue Code of 1986,  as amended from time to time
(the "Code").

            SECTION 2. ADMINISTRATION.

            The Plan shall be  administered by the  Compensation  Committee (the
"Committee")  of the  Board of  Directors,  comprised  of  persons  who are both
non-employee  directors  within the meaning of Rule 16b-3 which has been adopted
by the Securities Exchange Commission under the Securities Exchange Act of 1934,
as amended,  as such rule or its equivalent is then in effect ("Rule 16b-3") and
"outside  directors"  within  the  meaning of  Section  162(m) of the Code.  The
majority of the  Committee  shall  constitute a quorum,  and the action of (a) a
majority  of the  members of the  Committee  present  at any  meeting at which a
quorum is present or (b) all  members  acting  unanimously  by written  consent,
shall be the acts of the Committee.

            The   interpretation  and  construction  by  the  Committee  of  any
provision of the Plan or of any  subscription  to purchase shares under it shall
be final.  The Committee  may establish any policies or procedures  which in the
discretion of the Committee are relevant to the operation and  administration of
the Plan and may adopt rules for the  administration  of the Plan. The Committee
will, from time to time,  designate the  subsidiaries  (as defined below) of the
Company whose  employees  will be eligible to participate in the Plan. No member
of the Committee  shall be liable for any action or  determination  made in good
faith with respect to the Plan or any  subscription to purchase shares under it.
For purposes of this Plan, the term "subsidiary"  means any corporation in which
the Company  directly or indirectly owns or controls more than 50 percent of the
total combined voting power of all classes of stock issued by the corporation.

            SECTION 3. ELIGIBILITY.

            Each employee of the Company or of a participating subsidiary of the
Company  whose  customary  employment  is a  minimum  of 20  hours  per week may
subscribe  to  purchase  shares of Class B Common  Stock  under the terms of the
Plan,  except  that  no  employee  may  subscribe  to  purchase  shares  on  the
immediately following Purchase Date (as defined below) if, immediately after the
immediately preceding  Subscription Date (as defined below), such employee would
own stock  possessing  5 percent or more of the total  combined  voting power or
value of all  classes  of  stock  of the  Company  or of any  subsidiary  of the
Company. For purposes of this paragraph,  stock ownership of an individual shall
be determined under the rules of Section 424(d) of the Code.

            For purposes of the Plan:

                  (a) The term "Subscription  Date" means the first business day
of each fiscal  quarter of the Company during which the Plan is effective or, in
the  case  of a  participant  who  is  not  an  employee  of  the  Company  or a
participating  subsidiary of the Company as of a particular  Subscription  Date,
the date thereafter on which such participant  became an employee of the Company
or a participating  subsidiary of the Company. The first Subscription Date under
the Plan will be July 1, 1996.


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                  (b) The term  "Purchase  Date" means the last  business day of
the fiscal quarter in which the related Subscription Date occurs.

            SECTION 4. PARTICIPATION.

                  (a) An eligible  employee  shall evidence his or her agreement
to subscribe for shares by completing a written agreement (the "Subscription and
Authorization  Form") provided by the Committee and filing it as directed by the
Committee.  A  Subscription  and  Authorization  Form will take effect  within a
reasonable  time  after it has been  filed with the  Company.  Once an  employee
provides the Committee with the Subscription and  Authorization  Form, he or she
continues as a participant  in the Plan on the terms provided in such form until
he or she provides a new form or withdraws from the Plan.

                  (b) In the  Subscription and  Authorization  Form, an eligible
employee  shall  designate  any whole  dollar  amount to be  withheld  from such
employee's compensation in each pay period and used to purchase shares of Common
Stock on the next Purchase Date, subject to the following  limitations:  (i) the
whole dollar amount (on an annualized  basis) shall not exceed 10 percent of his
or her compensation (as defined below) on an annualized  basis; (ii) the maximum
number of  shares of Class B Common  Stock  which  can be  purchased  by any one
employee  on any  Purchase  Date  shall not exceed  1,000  shares of the Class B
Common Stock;  and (iii) the  Committee may establish  from time to time minimum
payroll deductions.  For purposes of this Plan, the term "compensation" means an
eligible employee's bi-weekly base salary.

            SECTION 5. STOCK.

            The stock purchased under the Plan shall be shares of authorized but
unissued  or  reacquired  Class B Common  Stock.  Subject to the  provisions  of
Section 6(h),  the aggregate  number of shares which may be purchased  under the
Plan shall not exceed 230,000 shares of Class B Common Stock.  In the event that
the dollar amount of shares  subscribed for in any quarter exceeds the number of
shares  available to be  purchased  under the Plan,  the shares  available to be
purchased shall be allocated on a pro rata basis among the subscriptions.

            SECTION 6. TERMS AND CONDITIONS OF SUBSCRIPTIONS.

            Subscriptions shall be evidenced by a Subscription and Authorization
Form in such form as the  Committee  shall from time to time  approve,  provided
that all employees subscribing to purchase shares shall have the same rights and
privileges  (except as otherwise  provided in Section 4(b) and  subparagraph (d)
below),  and provided further that such  subscriptions  shall comply with and be
subject to the following terms and conditions:

                  (a)  Purchase  Price.  The  purchase  price shall be an amount
equal to 85 percent of the fair market value of such stock on the Purchase Date.
During  such  time as the Class B Common  Stock is traded on the New York  Stock
Exchange,  the fair market  value per share  shall be the  closing  price of the
Class B Common Stock (as reported in the record of  Composite  Transactions  for
New York  Stock  Exchange  listed  securities  and  printed  in The Wall  Street
Journal) on such  Purchase  Date (or on the next regular  business date on which
shares of the Class B Common  Stock of the Company  shall be traded in the event
that no  shares  of the  Class B Common  Stock  shall  have  been  traded on the
Purchase  Date).  Subject  to the  foregoing,  the  Committee  shall  have  full
authority and discretion in fixing the purchase price.

                  (b) Medium and Time of Payment.  The  purchase  price shall be
payable in full in United  States  dollars,  pursuant  to uniform  policies  and
procedures  established  by the  Committee.  The funds required for such payment
will be derived by  withholding  from an  employee's  compensation.  An employee
shall have the right at any time to terminate  the  withholding  from his or her
compensation  of amounts to be paid toward the purchase price. An employee shall
have the right, one time in each quarter,  to change the amount so withheld,  by
submitting a written request to the Company at least 15 business days before any
Purchase  Date.  An  employee  shall  have  the  right  to  cancel  his  or  her
subscription in whole and to obtain a refund of amounts withheld from his or her
compensation by submitting a written request to the Company at least 15 business
days before any Purchase Date. Any  cancellation of a subscription in whole will
constitute  a withdrawal  under  Section  4(a) of the Plan.  Such amounts  shall
thereafter be paid to the employee within a reasonable period of time.


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                  (c) No Interest on Employee Funds. No interest shall accrue on
any amounts withheld from an employee's compensation.

                  (d)  Accrual  Limitation.  No  subscription  shall  permit the
rights of an employee  to purchase  stock  under all  "employee  stock  purchase
plans" (as  defined in the Code) of the  Company to accrue,  under the rules set
forth in Section  423(b)(8) of the Code, at a rate which exceeds $25,000 of fair
market value of such stock  (determined  at the time of  subscription)  for each
calendar year.

                  (e)  Termination  of  Employment.   If  an  employee  who  has
subscribed  for shares  ceases to be employed by the Company or a  participating
subsidiary before any applicable Purchase Date:

                              i. Because of retirement or disability,  he or she
      may  elect to  continue  making  payments  equal  to the  rate of  payroll
      deductions made before  retirement or disability  until the first Purchase
      Date  following  retirement or  disability;  or otherwise the  accumulated
      payment in his or her account at the time of retirement or disability will
      be applied to  purchase  shares at the  applicable  purchase  price on the
      first Purchase Date following  such  retirement or disability,  unless the
      Company is otherwise notified in writing.

                              ii. For any other  reason,  he or she may elect to
      have  the  accumulated  payment  in his  or her  account  at the  time  of
      termination applied to purchase shares at the applicable purchase price on
      the first Purchase Date following such termination; or otherwise the total
      unused payments  credited to his or her account on the date of termination
      will be refunded  within a reasonable  time without  interest,  unless the
      Company is otherwise notified in writing.

                  (f)   Transferability.   Neither   payments   credited  to  an
employee's  account nor any rights to  subscribe  to purchase  shares of Class B
Common Stock under the Plan may be transferred by an employee except by the laws
of descent and distribution. Any such attempted transfer will be without effect,
except that the  Company  may treat such act as an  election by the  employee to
withdraw in accordance with Section 6(b).  Shares of Class B Common Stock may be
purchased  under the Plan only by subscribing  employees who have legal capacity
as  determined  under  applicable  state law or, in the event of the  employee's
legal  incapacity,  by his or her guardian or legal  representative  acting in a
fiduciary  capacity  on  behalf  of  the  employee  under  state  law  or  court
supervision.

                  (g) Death and Designation of Beneficiary. An employee may file
with the  Company a written  designation  of  beneficiary  and may  change  such
designation of beneficiary at any time by written notice to the Company.  On the
death of an employee,  the elections  provided on  termination of employment for
retirement  or  disability  may  be  exercised  by the  employee's  beneficiary,
executor, administrator, or other legal representative.

                  (h)  Adjustments.  The  Committee may make or provide for such
adjustments  in the  purchase  price and in the  number or kind of shares of the
Class B Common Stock or other securities  covered by outstanding  subscriptions,
or specified in the second  sentence of Section 5 of the Plan,  as the Committee
in its sole  discretion,  exercised  in good faith,  may  determine is equitably
required to prevent  dilution or  enlargement  of the rights of  employees  that
would otherwise result from (i) any stock dividend,  stock split, combination of
shares,  recapitalization  or  other  change  in the  capital  structure  of the
Company;  (ii)  any  merger,  consolidation,   spin-off,  split-off,   spin-out,
split-up, separation,  reorganization, partial or complete liquidation, or other
distribution  of assets,  issuance of rights or warrants to purchase  stock;  or
(iii) any other  corporate  transaction or event having an effect similar to any
of the foregoing.  Moreover,  in the event of any such transaction or event, the
Committee,  in its  discretion,  may  provide  in  substitution  for  any or all
outstanding  subscriptions under this Plan such alternative consideration as it,
in good faith, may determine to be equitable in the circumstances.

                  (i) Rights as a Stockholder.  An employee shall have no rights
as a stockholder  with respect to any Class B Common Stock covered by his or her
subscription  until the Purchase Date  following  payment in full. No adjustment
shall  be made  for  dividends  (ordinary  or  extraordinary,  whether  in cash,
securities  or other  property) or  distributions  or other rights for which the
record date is prior to the date of such purchase, except as provided in Section
6(h) of the Plan.


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                  (j)  Fractional  Shares.  Fractional  shares may be  purchased
under  the Plan and  credited  to an  account  for the  employee.  The  Company,
however,  shall have the right to pay cash in lieu of any  fractional  shares of
Class B Common Stock to be  distributed  from an  employee's  account  under the
Plan.

                  (k) Other Provisions.  The Subscription and Authorization Form
authorized  under the Plan shall contain such other  provisions as the Committee
may  deem  advisable,  provided  that  no such  provisions  may in any way be in
conflict with the terms of the Plan.

            SECTION 7. TERM OF PLAN.

            Eligible  employees  may  subscribe  for shares under the Plan until
April 25, 2016; provided,  however,  that the Committee may terminate or suspend
the Plan if at any time there are less than 5 percent of the eligible  employees
participating in the Plan.

            SECTION 8. AMENDMENT OF THE PLAN.

            The Plan may be  amended  from  time to time by the  Committee,  but
without  further  approval  of the  stockholders,  no such  amendment  shall (a)
increase  the  aggregate  number of shares of Class B Common  Stock  that may be
issued and sold under the Plan (except that  adjustments  authorized  by Section
6(h) of the Plan  shall not be  limited  by this  provision)  or (b)  materially
modify the requirements as to eligibility for participation in the Plan.

            SECTION 9. APPROVAL OF STOCKHOLDERS.

The Plan shall take effect upon  adoption by the Board of  Directors;  provided,
however,  that any  subscriptions and purchases under the Plan shall be null and
void  unless the Plan is  approved by a vote of the holders of a majority of the
total number of  outstanding  shares of voting  stock of the Company  present in
person or by proxy at a meeting  at which a quorum  is  present  in person or by
proxy,  which  approval must occur within the period of 12 months after the date
the Plan is adopted by the Board of Directors.


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