EXHIBIT 10.1

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.

                                                              EXECUTED AGREEMENT

                                    AGREEMENT

            This agreement ("Agreement") is made and entered into as of October
4, 2004 (the "Effective Date"), by and between PLAYBOY ENTERPRISES
INTERNATIONAL, INC., a Delaware corporation ("Playboy"), FIESTA PALMS LLC, a
Nevada limited liability company ("FPLLC") and N-M VENTURES II, LLC, a Nevada
limited liability company (the "Tenant"), Nine Group LLC, a Delaware limited
liability company ("Nine Group") who with FPLLC are members of Tenant (the
Tenant, together with members Nine Group and FPLLC, are referred to collectively
as "Palms").

            WHEREAS, FPLLC is the owner of the Palms Casino Resort located at
4321 West Flamingo Road in Las Vegas, Nevada (the "Palms Resort"), N-M Ventures
LLC, a Nevada limited liability company is the lessee of the four venues known
as "N9NE Steakhouse" "ghostbar" "Skin Pool Lounge" "Rain Nightclub" (the
"Existing Venues") at the Palms Resort;

            WHEREAS, FPLLC is the owner of a store within the Palms Resort
called the "Palms Store" and N-M Ventures LLC, a Nevada limited liability
company is the owner of a store at the Palms Resort called the "Stuff Store."

            WHEREAS, the Tenant will be leasing from FPLLC up to three
additional venues ("New Venues") at the "New Tower" (as defined below) to be
built at the Palms Resort;

            WHEREAS, Playboy is the owner of the "Playboy Marks" (as hereinafter
defined) and Palms recognizes and acknowledges that the Playboy Marks are
internationally well-known and recognized by the general public and are
associated in the public mind with Playboy and are designations in which Playboy
has acquired considerable and valuable goodwill; and

            WHEREAS, Palms desires to obtain a license to use the Playboy Marks
at the Palms Resort including without limitation, the development and operation
of a Playboy branded lounge with a casino and a night club to be created at the
top two floors of the New Tower, a "Hugh Hefner Sky Villa" (as defined below)
and a "Playboy Store" (as defined below) on the ground level of the New Tower
(the Playboy Store, the Hugh Hefner Sky Villa, and the lounge with the casino
and the night club are referred to together as the "Project") in accordance with
the terms and conditions set forth in this Agreement and Playboy wishes to grant
such license.

            NOW, THEREFORE, in consideration of the foregoing and the mutual
promises herein contained, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:


                                       1
<PAGE>

1.    DEFINITIONS.

            In this Agreement and any exhibits, addenda or riders hereto, the
following terms shall have the following meanings: "Additional Playboy Venue"
means any Playboy themed or branded club, casino, lounge, restaurant, night
club, tavern, or hotel that is not within the "Playboy Elements" as defined
below.

            "Business Day" means any day other than a Saturday, a Sunday or a
day on which banking institutions in Las Vegas, Nevada are authorized by law to
close.

            "Co-Branded Merchandise Sales" shall be defined as set forth in
Section 5(d).

            "Failure to Open Termination Right" shall mean a right of
termination when pursuant to Section 2(b) below, the Project Opening Date for
the "Nightclub" and "Lounge" (as defined below) does not timely occur.

            "Fiscal Quarter" shall mean a fiscal quarter which ends on March 31,
June 30, September 30 or December 31. The first Fiscal Quarter shall be the
period commencing on the date of Project Opening Date for the Nightclub and
Lounge and ending on the last day of the Fiscal Quarter in which the Project
Opening Date for the Nightclub and Lounge occurs. The last Fiscal Quarter shall
be the period commencing on the first day of the Fiscal Quarter in which the
expiration or earlier termination of the term hereof shall occur and ending on
the date of such expiration or termination.

            "Force Majeure Event" shall mean an act of God, fire, explosion,
transportation contingencies, unusually severe weather, quarantine, restriction,
epidemic, natural catastrophe, war, acts of terrorism, civil disturbance, acts
of the government of any country or of any governmental agency or official
thereof or court order, beyond its reasonable control, that prevents the
performance by either party of an obligation hereunder for so long as the
excused party makes commercially reasonable efforts to minimize, if and to the
extent possible, the impact of such event.

            *****

            "Interest Rate" shall mean ***** per annum above the prime lending
rate announced, from time to time, by JPMorgan Chase Bank, N.A. in New York City
or, in the event that JPMorgan Chase Bank, N.A. shall no longer announce its
prime or base lending rate as aforesaid, ***** per annum above the prime rate
from time to time published in the "Money Rates" section of The Wall Street
Journal as being the "Prime Rate" (or, if more than one rate is published as the
Prime Rate, then the average of such rates).

            "Nevada Marketing Event for Playboy" shall be as defined in Section
3 below.

            "Nevada Licensing Authorities" shall mean the Nevada Gaming
Commission, the Nevada State Gaming Control Board, the Clark County Liquor and
Gaming Licensing Board and any other applicable governmental or administrative
state or local agency involved in the regulation of gaming and gaming activities
in the State of Nevada with jurisdiction over the Palms Resort.


                                       2
<PAGE>

            "Playboy Chips" shall mean gaming chips or tokens using any of the
Playboy Marks produced by or for Palms pursuant to the terms hereof. There are
three types of Playboy Chips. "Rack Playboy Gaming Chips" are those used by
FPLLC as rack or inventory chips for gaming at the Palms Resort. "Commemorative
Playboy Gaming Chips" are those produced and distributed for events involving
the Playboy Indicia and which can be used for gaming at the Palms Resort.
"Playboy Nongaming Chips" are those produced and distributed for souvenirs at
events involving the Playboy Indicia and which cannot be for gaming at the Palms
Resort and cannot be transferred or exchanged for money.

            "Playboy Co-Branded Merchandise" shall mean merchandise marked with
both the Playboy Marks and either be logos or marks of the Nine Group, the
Tenant, FPLLC, Palms Resort, the Existing Venues or New Venues.

            "Playboy Non-Element Revenue Event" shall mean any event at the
Palms Resort outside of the Playboy Elements that incorporates the Playboy
Indicia at which revenue outside the Playboy Elements are generated.

            "Playboy Indicia" shall mean the Playboy Marks, Bunnies, Bunny
Costumes, and other symbols or indicia of source related to Playboy.

            "Playboy Marks" shall mean the list of service marks and logos set
forth on Exhibit A attached hereto, as the same may be amended from time to time
by mutual written agreement of the parties hereto.

            "Playboy Marketing Use" shall mean using the Playboy Indicia for
marketing or promoting the Project at all locations at the Palms Resort
including weekends and nights that are not part of a Playboy Non-Element Revenue
Event.

            "Playboy Membership Incremental Revenue" *****

            "Playboy-Only Merchandise" shall mean merchandise that carries only
the Playboy Marks and no other marks.

            "Playboy Store Operating Expenses" *****

            *****

            "Playboy Store Net Profits" shall mean, as to any period, the
Playboy Store Revenues minus Playboy Store Operating Expenses.

            "Project Opening Date for the Nightclub and Lounge" is the earlier
of the date either the Nightclub or the Lounge are opened to the public for
business.

            "Project Opening Date for the Playboy Store" is when the Playboy
Store opens to the public for business.


                                       3
<PAGE>

            "Project Standard" shall mean a standard of design, construction,
maintenance, operation and management, as applicable, consistent with the
first-class standards employed at the Palms Resort as of the date of this
Agreement.

            *****

2.    THE PROJECT.

      (a)   New Tower Description. The Project will be included within a new
            tower (the "New Tower") to be built by Palms at the Palms Resort.
            The New Tower will (i) be not less than 25 floors above grade, (ii)
            include not fewer than 250 guest rooms, (iii) be accessible via
            enclosed corridors to the existing Palms Resort buildings, and (v)
            be located at the Palms Resort property in the area designated on
            Exhibit B attached hereto. Palms will consult with Playboy in
            developing the Project, provided, however, that Palms shall retain
            sole discretion with regard to all elements and decisions related to
            the Project

      (b)   New Tower Construction. Construction of the New Tower will be
            pursued diligently by FPLLC except for interruptions caused by a
            Force Majeure Event. Unless interrupted by a Force Majeure Event, if
            the Project Opening Date for the Nightclub and Lounge does not occur
            by June 30, 2006, then either FPLLC or Playboy may terminate this
            Agreement by giving a notice of termination to the other ("Failure
            to Open Termination Right"). If the Project Opening Date for the
            Nightclub and Lounge does not occur by June 30, 2006 because of a
            Force Majeure Event, then the Failure to Open Termination Right
            shall be deferred for a reasonable period (not to exceed 90 days) to
            accommodate the delay caused by the Force Majeure Event. Termination
            of this Agreement by exercise of the Failure to Open Termination
            Right does not give rise to a claim for loss or damage. Subject to
            compliance with the Project Standard, FPLLC will be solely
            responsible (at FPLLC's sole expense) for all aspects of the design,
            development, construction and finish of the New Tower, including,
            without limitation, all permits, approvals and licenses.

      (c)   New Tower Signage. Playboy icon signage and Palms Resort signage
            shall be installed on the east face of the New Tower (collectively,
            the "New Tower Signage"). The design of the New Tower Signage shall
            be as shown on Exhibit C attached hereto and by reference
            incorporated herein.

      (d)   Playboy Elements. The Project will consist of the following Playboy
            branded components (collectively, the "Playboy Elements") at the
            Palms Resort. The floorplan of the Playboy Elements shall be as
            shown on Exhibit D attached hereto and by reference incorporated
            herein, and any material changes to the floorplan and structural
            elements that materially changes the look and feel of the Playboy
            Elements, or requires the closing of the Playboy Elements for three
            (3) consecutive days after the Effective Date shall require the
            consent of both parties and be reflected in a revised Exhibit D:


                                       4
<PAGE>

            (i)   An exclusive high-end dance venue at the top floor of the New
                  Tower (the "Nightclub") linked by escalators and elevators to
                  a casino on the floor below the name of which will be "Moon."

            (ii)  A separate lounge with a casino of approximately 12,000 square
                  feet, immediately below the Nightclub, which shall be known by
                  the name or a name similar to "The Playboy Lounge and Casino"
                  (the "Lounge").

            (iii) An approximately 750 square foot Playboy branded retail store
                  shall be located on the ground level of the New Tower (the
                  "Playboy Store").

            (iv)  A two-level approximately 10,000 square foot super villa (the
                  "Hugh Hefner Sky Villa") shall be located at the highest guest
                  floor in the New Tower which FPLLC will use its best efforts
                  (subject to health, safety and engineering constraints) to
                  feature indoor/outdoor pools.

      (e)   New Tower, Playboy Store and Project Management. Subject to the
            Nevada Licensing Authorities, FPLLC will operate the gaming in the
            casino immediately below the Nightclub, the Playboy Store, and the
            Hugh Hefner Sky Villa and either Nine Group Management, Inc. or Nine
            Group Management II, Inc. will operate the Nightclub and the Lounge
            on behalf of Tenant. All management will be at a quality of
            operation equal to or better than the Project Standard. FPLLC and
            Playboy may mutually agree to form a new special purpose entity to
            lease the Playboy Store area from FPLLC and to operate the Playboy
            Store. In such event, reference to Playboy Store Revenues and
            Playboy Store Operating Expenses will be references to the revenues
            and operating expenses, respectively of such new special purpose
            entity. References to Playboy Store Net Profits will be references
            to the net profits of such new special purpose entity.

      (f)   Operating Covenants. *****.

3.    GRANT OF LICENSE AND RELATED RIGHTS.

      (a)   Grant. Subject to the provisions of this Agreement, Playboy hereby
            grants (and will cause its licensing subsidiaries to grant) to
            Palms, and Palms hereby accepts, the right and license to use
            publicly display, copy, reproduce and alter (subject to the
            provisions of Paragraph 4(c) below) the Playboy Marks in connection
            with the operation of the Playboy Elements and the Palms Resort and
            in the marketing and promotion thereof, including without limitation
            the right to produce or commission the production of the items
            listed on Exhibit E and any Playboy Co-Branded Merchandise, provided
            that Palms shall submit the first prototype of any such item to
            Playboy for approval in accordance with Paragraph 4(c). *****. The
            License is granted exclusively to Palms and not to any individual or
            entity that holds an interest in Palms for use in connection with
            business at the Palms Resort. Anything in this Paragraph 3(a) to the
            contrary notwithstanding, Playboy will retain the right to use and
            license third parties the right to use Playboy's


                                       5
<PAGE>

            trademarks and other intellectual properties on slot machines and
            other gaming devices. *****.

      (b)   Warranty. Playboy warrants that: (i) it has the right to grant the
            License hereunder; (ii) it directly or through a subsidiary owns the
            Playboy Marks; and (iii) Palms may use the Playboy Marks as provided
            hereunder free from any claim by third parties.

      (c)   Competition.

            (i)   During the term hereof, without prior written approval from
                  Playboy's General Counsel at the contact listed in Section 8
                  below, Palms shall not: (x) display, sell or permit to be sold
                  at the Playboy Elements any marks or names, or any merchandise
                  bearing or identified with the marks or names, of any of the
                  following persons or entities: ***** (the foregoing persons or
                  entities are collectively referred to as "Competitors"), (y)
                  use any Playboy Indicia at any events to sell any merchandise,
                  sponsored by or associated with any Competitor or (z) rename
                  an Existing Venue with a mark associated with any Competitor
                  at the Palms Resort.

            (ii)  Commencing on the Project Opening Date for the Nightclub and
                  Lounge, Playboy shall, for itself and its affiliates and
                  subsidiaries, book all "Nevada Marketing Events for Playboy"
                  at the Project or Palms Resort. Palms shall offer Playboy its
                  best competitive rate in connection with such bookings. If the
                  Project or Palms, using its best efforts, cannot accommodate
                  any such Nevada Marketing Events for Playboy, such Nevada
                  Marketing Events for Playboy may be conducted at one or more
                  other locations in Clark County, Nevada (the "Alternate
                  Location"), provided that if Playboy desires to book such
                  Nevada Marketing Event for Playboy at an Alternate Location
                  that is another hotel or casino in Las Vegas, then in such
                  case Palms shall have the right of approval over such
                  Alternate Location. A Nevada Marketing Event for Playboy is a
                  marketing or promotional events held by Playboy in the State
                  of Nevada, but it does not include the mere exhibiting at a
                  trade show, (for example at the Las Vegas Convention Center),
                  provided however that a party celebrating the exhibition at a
                  hotel or casino or restaurant or nightclub in Nevada would be
                  considered a Nevada Marketing Event for Playboy. Palms must
                  respond to Playboy's request to book a Nevada Marketing Event
                  for Playboy within ten (10) business days or it shall be
                  deemed that Palms cannot accommodate such request. From the
                  Effective Date until the Project Opening Date for the
                  Nightclub and Lounge, Playboy agrees that it shall not book
                  any Nevada Marketing Events for Playboy at the *****

      (d)   Co-branding and Sales at the Playboy Store. Subject to following the
            approval procedures set forth in Paragraph 4(c), the license
            includes the right to sell Playboy Co-Branded Merchandise at the
            Stuff Store, the Palms Store, the Playboy


                                       6
<PAGE>

            Store and through any Palms online internet store (including,
            without limitation the online internet store operated on the date of
            this Agreement by the Nine Group), if any. The sale of Playboy-Only
            Merchandise, shall be sold only at the Playboy Store and shall not
            be sold at the Stuff Store, the Palms Store or any Palms online
            internet store or any other retail sales outlet controlled by or
            affiliated with Palms. For clarification, the Playboy Store shall
            not be limited to selling Playboy-Only Merchandise or Playboy
            Co-Branded Merchandise, and other merchandise may also be sold at
            the Playboy Store. All Playboy-Only Merchandise and Playboy
            Co-Branded Merchandise shall be sold by Palms at prices that are
            competitive to the prices charged by other sellers of comparable
            merchandise using a commercially reasonable standard. All sales of
            Playboy Co-Branded Merchandise, including through an on line
            internet store, are subject to the provisions herein, including
            specifically 3(d), 4(c), 5(c), and 5(d).

      (e)   Playboy Chips. FPLLC shall have the right to produce or cause to be
            produced Playboy Chips, the design of which shall be approved by
            Playboy in accordance with Paragraph 4(c).

      (f)   Decor. Playboy may, subject to availability, provide Palms with
            promotional and decor items to use in connection with the Project,
            which will be provided at no cost to Palms, except that Palms will
            pay the actual costs of shipping, insuring and securing such items.
            All such items will remain the property of Playboy. Playboy will
            also provide, without charge to Palms (except for actual
            out-of-pocket reproduction costs), style sheets and camera-ready
            artwork from which Palms may appropriately reproduce the Playboy
            Marks pursuant to at its own expense. Palms may reject promotional
            and decor items and return same to Playboy.

      (g)   Assignment / Change of Control. Without the approval of Playboy's
            General Counsel at the contact information listed in Section 8
            below, the License and all rights and duties hereunder with respect
            to the License may only be assigned, sold or sublicensed to a person
            who buys (or acquires through a foreclosure or trustees' sale) the
            whole or substantially all of the assets of FPLLC or Tenant and who
            obtains (or has a manager, receiver or supervisor obtain) all
            required liquor or gaming licenses from the Nevada Licensing
            Authorities to operate the business formerly operated by FPLLC or
            Tenant, and agrees to be subject to the ongoing rights and
            obligations of this Agreement (a "Change of Control"), ***** Without
            the prior written approval of Playboy's General Counsel at the
            contact information listed in Section 8 below, the License and all
            rights and duties hereunder with respect to the License may not be
            mortgaged or otherwise encumbered by FPLLC, Nine Group or Tenant.
            Any attempt by any of Nine Group, FPLLC or Tenant to separately
            assign, mortgage, sublicense or otherwise encumber this Agreement or
            any of the rights and duties hereunder not in connection with a
            Change of Control without the prior written consent from Playboy's
            General Counsel at the contact information in Section 8 below (which
            may be withheld in Playboy's sole and absolute discretion) shall
            constitute a material event of default. Playboy hereby approves the
            grant by Palms of a security interest in its rights under this
            Agreement to secure Palms' obligations


                                       7
<PAGE>

            under a credit agreement and amendments, restatements, or
            modifications thereto with Wells Fargo, N.A. (on its own behalf or
            administrative agent for other lenders), the outstanding borrowings
            of which shall be used for purposes which include, without
            limitation, the financing, construction and operation of the New
            Tower. Playboy will sign customary and reasonable estoppel
            certificates or consents in connection with the foregoing, which
            estoppel certificates or consents will not impair or alter any of
            Playboy's rights under this Agreement.

      (h)   Pre-Opening Matters.

            (i)   Prior to the Project Opening Date for the Nightclub and
                  Lounge, (x) Palms shall host, at Palms' sole cost and expense,
                  a mutually agreed upon number of promotional events at the
                  Palms Resort to promote the Project and Playboy will cooperate
                  with Palms in connection with the production of such
                  promotional events and (y) Playboy and Palms will jointly host
                  a mutually agreed upon promotional event at Playboy Mansion
                  West to promote the Project and, in connection therewith,
                  Palms shall pay all of the actual out-of-pocket costs and
                  expenses, but not a fee just for the use of Playboy Mansion
                  West. For each of the promotional events promoting the
                  Project, Palms may produce and distribute to patrons and
                  guests Commemorative Playboy Gaming Chips or Playboy Nongaming
                  Chips. Palms will pay to Playboy a "Percentage Fee" (as
                  defined below) of ***** of the face amount of any
                  Commemorative Playboy Gaming Chips, within thirty (3)) days
                  following the date of any such promotional events. Palms is
                  not required to pay Playboy a Percentage Fee for Playboy
                  Nongaming Chips. All uses of the Playboy Marks at each such
                  promotional event will be strictly in accordance with the
                  terms hereof.

            (ii)  Pre-Opening Ads. *****

            (iii) Announcement. Playboy and Palms will mutually agree on a
                  public announcement of the Project. Palms acknowledges that
                  the timing of such announcement may be affected by SEC rules
                  and disclosure requirements.

      (i)   Additional Playboy Covenants. During the term hereof, Playboy shall
            provide Palms with the following:

            (i)   *****

            (ii)  *****

            (iii) *****

            (iv)  subject to the provisions of Section 4(c), the right to use
                  the Playboy Indicia for a Playboy Marketing Use, provided such
                  uses will not, in any event, include references to
                  Competitors;

            (v)   *****


                                       8
<PAGE>

            (vi)  from time to time during the Term of this Agreement, but in
                  any event no more frequently than ***** times per year, each
                  party shall send promotional materials, direct promotion
                  pieces and invitations for events that help promote the
                  Playboy Elements to its customer lists, magazine subscribers,
                  on-line subscribers, and celebrity mail list members, as
                  applicable. Written material to be mailed will be provided by
                  the party desiring the mailing and after mailing the other
                  party shall send a verified invoice for any postage, material
                  and labor costs incurred by the mailing party and the other
                  party shall have thirty (30) days within which to pay such
                  invoice.

            (vii) Playboy and palms agree to work together during the Term of
                  this Agreement to maximize opportunities for the assets of
                  both parties, including Playboy's television networks,
                  magazine, and ancillary products, licensing and online
                  services. Playboy will cause any of its subsidiaries to
                  perform their respective obligations under this Agreement.

      (j)   Playboy to Offer Concierge Services. Playboy shall have the right to
            offer concierge services through a company such as ***** that will
            allow the purchasers of such services to receive preferential line
            treatment for the Nightclub and Lounge (the "Concierge Services).
            Playboy and Palms agree that the Concierge Services shall only
            require the accommodation of a reasonable number of persons and
            shall work like other similarly situated services.

4.    APPROVAL AND CONTROL.

      (a)   *****

      (b)   *****

      (c)   *****

      (d)   Use and Goodwill. Palms shall reasonably conduct its business in
            accordance with all applicable laws and not in a manner that
            reflects adversely upon the good name of Playboy or the Playboy
            Marks. Any goodwill arising out of Palms' use of the Playboy Marks
            will inure solely to the benefit of Playboy. Palms shall use the
            Playboy Marks to identify the Playboy Elements at the Palms Resort
            and those personnel within the Palms Resort to be designated as
            "Bunnies" and that any unauthorized use of the Playboy Marks will
            constitute an infringement of the rights of Playboy.

      (e)   Playboy Bunnies. The Playboy Bunny is one of the most important
            symbols of Playboy and maintenance of the quality and goodwill
            associated with the symbol is central to the License. Consequently,
            for the mutual benefit of both Palms and Playboy, all Bunnies
            employed by Palms must conform to the high standards of personal
            appearance and moral conduct which the Playboy Bunny symbol
            represents and which may be determined from time to time by Playboy.
            Upon notice to Palms, Playboy will have the right to interview and
            observe Palms'


                                       9
<PAGE>

            Bunnies and ensure that the Bunnies conform to the high standards of
            personal appearance established by Playboy. Palms obligates itself
            to employ persons which Palms reasonably believes are of good moral
            character and conduct as Bunnies who will not bring discredit to the
            Playboy Bunny symbol or Playboy. It is the purpose of this Paragraph
            4(e) to ensure that the value of the Bunny symbol will not be eroded
            and to maintain uniformity in the appearance of the symbol. Palms
            will employ a Bunny supervisor ("Bunny Mother") who is subject to
            the ongoing reasonable approval of Playboy, for purposes of Bunny
            training and maintaining conformity to reasonable standards set by
            Playboy. Palms may ask the Bunny Mother to perform other management
            and supervisory work appropriate to her level of training and
            experience. Playboy will provide, at no cost to Palms, initial
            orientation training of Palms' Bunnies and the Bunny Mother. Palms
            will have complete control over all personnel policies and labor
            relations at the Project and it is not the intent of this Paragraph
            4(e) to affect or influence that control. In accordance with
            Paragraph 4(c), Playboy will approve all Bunny uniforms.

      (f)   Separate Identity. Palms shall not use any of the Playboy Marks as
            part of its corporate or other legal name. Palms shall not conduct
            business with its suppliers, employees, government agencies or
            others in the name of Playboy, or in any manner which suggests that
            Palms is an affiliate of Playboy or that Palms is authorized to act
            for or bind Playboy.

      (g)   No Contest of Playboy's Rights. Palms agrees that it will not,
            during the term of this Agreement, or at any time thereafter,
            directly or indirectly, contest or aid others in contesting the
            validity of any of the Playboy Marks or the exclusive ownership and
            rights to the use thereof by Playboy.

      (h)   Infringements. Palms will promptly notify Playboy of any
            infringement of the Playboy Marks that directly interferes with the
            Project or violates the rights granted to Palms hereunder. In the
            event of such notice, Playboy shall take such legal action as is
            reasonable and commercially practical under the circumstances. In
            the event of any monetary recovery by Playboy in connection with the
            enforcement of its rights as required herein, Playboy shall be
            entitled to recoup its costs in obtaining such recovery or judgment
            and the remainder, if any, shall be split equally between Playboy
            and Palms. Palms will cooperate fully with Playboy in any such
            action Playboy may decide to take. In no event shall Playboy be
            responsible to Palms for any incidental or consequential damages,
            such as lost profits, that may result from any such infringement.

      (i)   Complaints. Palms shall immediately notify Playboy of any complaint
            or legal action asserted against it by reason of the use of any of
            the Playboy Marks and Playboy shall defend or settle any such legal
            action in any manner and on any terms it shall deem appropriate. Any
            costs, including, but not limited to, awards of damages, amounts
            paid in settlement, attorneys' fees, court costs and disbursements
            incurred in defending or settling any such legal action and that may
            be assessed against the Palms by reason of the use of the Playboy
            Marks in


                                       10
<PAGE>

            accordance with the terms and conditions of this Agreement shall be
            paid by Playboy. In no event shall Playboy be responsible to Palms
            for any incidental or consequential damages, such as lost profits,
            that may result from any such action.

      (j)   Intellectual Property Notices. Palms shall utilize such reasonable
            trademark and copyright credit notices and such other consumer
            notices or information as Playboy may request from time to time.

      (k)   Permutations. Playboy acknowledges and agrees that the marks
            associated with the Existing Venues and the New Venues, along with
            permutations of such marks, are the property of the Nine Group (the
            "Nine Marks"). Playboy acknowledges and agrees that the marks and
            permutations of marks associated with Palms Resort are owned or
            licensed by FPLLC and are the property of FPLLC (the "Palms Marks").
            Any goodwill arising out of the Palms' use of the Palms Marks or the
            Nine Marks will inure solely to the benefit of Palms and/or Nine
            Group respectively. Playboy acknowledges and agrees that the extant
            Nine Marks and Palms Marks are not permutations of the Playboy Marks
            and upon expiration or termination of this Agreement the owners of
            the Palms Marks and Nine Marks are permitted to continued use of the
            Palms Marks and Nine Marks so long as they do not incorporate any
            Playboy Marks or permutations of the Playboy Marks. Palms shall not
            during or after the term of this Agreement use or cause or authorize
            to be used any words, device, design or symbol confusingly similar
            to the Playboy Marks except as authorized by Playboy.

5.    LICENSE FEES AND REPORTING.

            In consideration of the rights to use the Playboy Marks at the Palms
Resort, Palms will pay Playboy the following by electronic transfer, which shall
be payable in arrears:

      (a)   Fixed Fee. Commencing on the Project Opening Date for the Nightclub
            and Lounge and thereafter until termination (subject to Paragraph
            6(e)) of this Agreement, *****

      (b)   Percentage Fees. Commencing on the Project Opening Date for the
            Nightclub and Lounge and thereafter until termination (subject to
            Paragraph 6(e)) of this Agreement, a percentage fee (the "Percentage
            Fee") *****

            (i)   *****

            (ii)  *****

            (iii) *****

            (iv)  *****

            (v)   *****


                                       11
<PAGE>

      (c)   Monthly Statement. Commencing on the earlier of the Project Opening
            Date for the Playboy Store or the date Palms commences selling
            Playboy-Only Merchandise and/or Playboy Co-Branded Merchandise,
            whether at the Palms Resort or online, and thereafter until
            termination (subject to Paragraph 6(e)) of this Agreement, Palms
            shall furnish or cause to be furnished to Playboy a monthly
            statement of each calendar month's Shared Revenues with a
            calculation of Percentage Fees within twenty-one (21) days after the
            end of each calendar month. Such statements shall be in a form
            mutually acceptable to Palms and Playboy and shall be certified by
            an officer or responsible employee of either FPLLC or Tenant as an
            accurate accounting of such amounts. Palms will accompany each such
            statement with payment by electronic transfer to Playboy in an
            amount equal to the Percentage Fee and Playboy Store Net Profits
            calculated in accordance with Paragraph 5(b) hereof.

      (d)   Late Payments. If Palms fails to pay within ten (10) calendar days
            when the same is due any fee payable hereunder, the unpaid amounts
            shall bear interest at the Interest Rate, from the date the unpaid
            amount was initially due, to and excluding the date of payment;
            provided, however, that the interest provided for in this Paragraph
            5(d) shall not in any way limit Playboy's right to declare Palms in
            default of this Agreement for failure to pay an amount within ten
            (10) calendar days when the same is due and pursue all rights and
            remedies in connection therewith, including, without limitation, the
            right to terminate this Agreement.

      (e)   Records. At the time of a sale or other transaction upon which a
            Percentage Fee, Playboy Store Net Profits, Playboy-Only Merchandise
            Net Profits or Co-Branded Merchandise Sales are payable hereunder,
            Palms shall record the sale or other transaction in auditable point
            of sale computer systems installed and operated by either FPLLC or
            Tenant which are used for the recording of transactions to be
            reported either to the Nevada Licensing Authorities or the
            department of taxation of the State of Nevada. FPLLC and Tenant
            shall maintain records on these existing point of sale computer
            systems for the same period of time and in the same form as are
            required by the Nevada Licensing Authorities and the department of
            taxation of the State of Nevada, but in any case no less than three
            (3) years after such records are created. Promptly, upon request,
            FPLLC and Tenant will make copies of these records available at the
            Palms Resort for two inspections in each calendar year by Playboy's
            representatives who are engaged in inspecting and/or auditing Palms'
            books and records as provided herein.

      (f)   Audits. Playboy, at any time within three (3) years after receipt of
            any monthly statement required under this Section and upon not less
            than fifteen (15) days' prior written notice to Palms, may cause two
            audits in each calendar year to be made of Shared Revenues and all
            of Palms' records and books necessary to audit such items. Palms
            shall make all such books and records available for the audit at the
            Palms Resort. A copy of the audit report shall be furnished by
            Playboy to Palms regardless as to whether any additional Shared
            Revenues are found to be due. If the audit discloses an underpayment
            of Shared Revenues, Palms shall promptly pay to Playboy the amount
            of the underpayment, with interest at the


                                       12
<PAGE>

            Interest Rate, from the date the payment should have been made
            through and including the date of payment. If the audit discloses an
            underreporting of Shared Revenues in excess of *****of the reported
            Shared Revenues, then Palms shall also immediately pay to Playboy
            all reasonable costs and expenses incurred in performing the audit
            and in collecting the underpayment. If the audit discloses an
            overpayment of Percentage Fee or Playboy Store Net Profits, Palms
            shall be entitled to a prompt refund from Playboy. Playboy shall be
            permitted to audit Shared Revenues for any single year only once,
            unless a subsequent audit discloses an irregularity in Palms'
            reporting, in which event the foregoing limit shall not apply.

      (g)   Confidentiality. Playboy agrees that it shall use its reasonably
            good faith efforts to not disclose to any third party the Shared
            Revenues or the amount of Percentage Fees paid or payable by Palms;
            provided, however, that (a) such information was not previously
            disclosed by Palms to such third party or to the public generally,
            and (b) nothing contained herein shall restrict Playboy from
            disclosing such information (i) as may be required by law (including
            any securities laws) or (ii) to its accountants, investment bankers,
            attorneys or bona-fide prospective or current lenders, capital
            providers or purchasers, provided that each of such recipients shall
            be bound to the same non-disclosure provisions as are imposed upon
            Playboy.

6.    TERM AND TERMINATION.

      (a)   *****

      (b)   *****

      (c)   *****

      (d)   *****

      (e)   Effect Of Termination.

            (i)   Upon the expiration or earlier termination of this Agreement,
                  however caused, all rights and privileges of Palms hereunder
                  shall terminate and revert to Playboy, and Palms shall not
                  thereafter make any intentional use whatever of any of the
                  Playboy Marks or sell any Playboy-Only Merchandise or Playboy
                  Co-Branded Merchandise. Termination of the Agreement ends the
                  obligation by Palms to pay Fixed Fee and Percentage Fees,
                  except with regard to any Fixed Fee or Percentage Fees accrued
                  but not yet paid to Playboy as of the termination, and the
                  obligation by Playboy to provide any advertisements, banner,
                  direct mailings or access to Playboy Mansion West. Palms
                  shall, at its own expense, as soon as may reasonably be
                  accomplished remove and efface or destroy all references to
                  Playboy or to any of the Playboy Marks from any services,
                  products, materials, supplies and equipment of Palms and from
                  all business paper, stationery, signs, labels, packaging
                  material, advertising,


                                       13
<PAGE>

                  or the like, used or maintained by Palms, including telephone
                  directory listings, as soon as may reasonably be accomplished,
                  and Palms shall not thereafter hold forth in any manner
                  whatsoever that Palms has or ever had any connection with
                  Playboy.

            (ii)  Palms acknowledges that its failure to promptly make
                  reasonable efforts to cease use of any of the Playboy Marks at
                  the termination of this Agreement will result in immediate and
                  irreparable damage to Playboy and to the rights of any
                  subsequent licensees. Palms acknowledges and admits that there
                  is no adequate remedy at law for such failure to cease such
                  use, and Palms agrees that in the event of such failure,
                  Playboy shall be entitled to equitable relief by way of
                  temporary and permanent injunctions and such other further
                  relief as any court with jurisdiction may deem just and
                  proper. Resort to any remedies referred to herein shall not be
                  construed as a waiver of any other rights and remedies to
                  which Playboy is entitled under this Agreement or otherwise.

7.    INDEMNIFICATION AND INSURANCE.

      (a)   Indemnity to Palms. Playboy shall indemnify, defend and hold
            harmless Palms, its subsidiaries and affiliates, their respective
            shareholders, partners and members and the agents, managers,
            officers, directors and employees of each from and against all
            costs, claims, suits, losses, damages and expenses (including,
            without limitation, reasonable attorneys' fees and litigation
            expenses) arising out of the authorized use of the Playboy Marks on
            or in connection with the Project. Playboy shall have the option to
            settle or to undertake and conduct the defense of any such claim or
            suit. Playboy shall not be entitled to settle any such claim or suit
            on behalf of Palms unless Playboy is responsible for any payment to
            be made by Palms and obtains a release of all claims against Palms
            under any such settlement. Palms may, through counsel of Palms' own
            choice and at its own expense, participate in any such claim or
            suit, but in such event Playboy shall have sole and exclusive
            control over such defense, and Playboy's decisions with respect
            thereto shall govern and control. Palms expressly covenants that no
            discussion by Palms whatsoever with any claimant or litigant, no
            compromise or settlement by Palms of any claim or suit and no
            negotiations by Palms with respect to any compromise or settlement
            shall be had, made or entered into with out, in each instance, the
            prior written approval of Playboy.

      (b)   Indemnity to Playboy. Except as provided in Section 7(a) above,
            palms shall indemnify, defend and hold harmless Playboy, any parent
            and subsidiaries and affiliates, shareholders, agents, officers,
            directors and employees of each of the foregoing (hereinafter
            collectively referred to as "Indemnitees") from and against all
            costs, claims, suits, losses, damages and expenses (including,
            without limitation, reasonable attorneys' fees and litigation
            expenses) arising out of or in connection with: (i) the design,
            construction, ownership, operation or management of the Palms Resort
            (including, without limitation, the Project); (ii) Palms'
            performance hereunder or any alleged action or failure to act
            whatsoever


                                       14
<PAGE>

            by Palms; (iii) non-conformity to or non-compliance with any law
            pertaining to the Palms Resort (including, without limitation, the
            Project); or (iv) any breach by Palms of any of its representations
            or warranties hereunder. Palms shall have the option to settle or to
            undertake and conduct the defense of any such claim or suit. Playboy
            may, through counsel of Playboy's own choice and at its own expense,
            participate in any such claim or suit, but in such event Palms shall
            have sole and exclusive control over such defense, and Palms'
            decisions with respect thereto shall govern and control. Playboy
            expressly covenants that no discussion by Playboy whatsoever with
            any claimant or litigant, no compromise or settlement by Playboy of
            any claim or suit and no negotiation by Playboy with respect to any
            compromise or settlement shall be had, made or entered into without,
            in each instance, the prior written approval of Palms.

      (c)   Limitation on Indemnity. In no event shall such indemnification in
            (a) or (b) above include incidental or consequential damages, even
            if the "Indemnifying Party" (as defined below) is aware of such
            damages, including, but not limited to compensation or reimbursement
            for loss of prospective profits, anticipated sales or other losses
            occasioned by termination of the Agreement or any other reason.

      (d)   Indemnification Procedure. All claims for indemnification based on
            or arising from a third party claim shall be asserted and resolved
            as set forth in this Section. In the event that any claim or demand
            by a third party for which one party (the "Indemnifying Party") may
            be required to indemnify the other (the "Indemnified Party")
            hereunder (a "Claim") is asserted against the Indemnified Party by a
            third party, the Indemnified Party shall as promptly as practicable
            following the Indemnified Party's receipt of notice of such Claim,
            notify the Indemnifying Party in writing of such Claim, and such
            notice shall specify (to the extent known) in reasonable detail the
            amount of such claim and any relevant facts and circumstances
            relating thereto (the "Demand"); provided, however, that any failure
            to give such prompt notice or to provide any such facts and
            circumstances shall not constitute a waiver of any rights of the
            Indemnified Party, except to the extent that the rights of the
            Indemnifying Party are actually prejudiced thereby.

      (e)   Contribution. In the event that a loss, liability, claim, damage or
            expense is caused by more than one Indemnifying Party, each
            Indemnifying Party whose actions or omissions shall have caused the
            loss, liability, claim, damage or expense shall contribute to the
            aggregate amount of any losses, liabilities, claims, damages and
            expenses owed in such proportion as is appropriate to reflect their
            relative fault in connection with the actions or omissions which
            resulted in such losses, liabilities, claims, damages or expenses,
            as well as any other relevant equitable considerations. The relative
            fault shall be determined by reference to, among other things, the
            parties' relative intent, knowledge, access to information and
            opportunity to correct or prevent such action or omission. The
            Indemnifying Parties agree that it would not be just and equitable
            if contribution pursuant to this Section were determined by pro rata
            allocation or by any other method of allocation which does not take
            account of the equitable considerations referred to above. The
            aggregate amount of losses, liabilities, claims, damages and
            expenses


                                       15
<PAGE>

            shall be deemed to include any legal or other expenses reasonably
            incurred in investigating, preparing or defending against any
            litigation, or any investigation or proceeding commenced or
            threatened.

      (f)   Insurance. FPLLC shall obtain and maintain at substantially similar
            levels throughout the Term, at its expense, all insurance required
            by the first lien mortgage lender for the Palms Resort (including,
            without limitation, the Project) and Tenant shall obtain and
            maintain at its expense at substantially similar levels throughout
            the Term all insurance required by the leases for the Existing
            Venues and the New Venues, which insurance shall name Playboy as an
            additional insured on the liability coverage and if Playboy has an
            insurable interest in property at the Palms Resort as an additional
            named assured on the property damage coverage. Palms shall provide
            Playboy with a certificate of all relevant insurance policies
            indicating coverage limits and deductibles on an aggregate and per
            occurrence basis.

8.    MISCELLANEOUS PROVISIONS.

      (a)   No Waiver. The waiver of any breach of any term, covenant or
            condition of this Agreement by any of the parties hereto shall not
            constitute a continuing waiver nor a waiver of any subsequent
            breach, either of the same or any other term, covenant or condition
            of this Agreement.

      (b)   Partial Invalidity. In the event that any portion of this Agreement
            shall be unenforceable in whole or in part, said provision shall be
            limited or curtailed to the extent necessary to bring it within the
            requirement of present or future law, and this Agreement shall be
            construed as if said provision had been incorporated herein as so
            limited, or as if said provision has not been included herein, as
            the case may be.

      (c)   Integration. This Agreement together with the exhibits annexed
            hereto constitutes the entire agreement and understanding among the
            parties upon the subject matter of this Agreement. Any prior
            understandings and agreements between the parties regarding such
            subject matter are merged herein and superseded hereby.

      (d)   License Relationship. The rights and powers herein granted to Palms
            are those of a licensee only and is not intended to create any other
            relationship. It is expressly understood and agreed that Playboy
            shall not under any circumstances be liable to Palms for all or any
            part of any losses Palms may sustain except for losses or damages
            caused by a breach of this Agreement by Playboy. No party shall have
            power to obligate or bind any of the others in any manner
            whatsoever.

      (e)   Licenses. Palms will comply with all federal, state and local laws,
            rules and regulations and Palms will be solely responsible for
            obtaining and maintaining, at its own expense, any and all licenses,
            permits and approvals (including governmental and all other
            licenses, permits and approvals) necessary for the


                                       16
<PAGE>

            operation of the Palms Resort, including, without limitation, the
            Project. Except as provided in Paragraph 7(i) below, in the event
            Palms is unable, for any reason, to obtain and maintain throughout
            the term hereof all of such licenses, permits or approvals, such
            inability will be an incurable default hereunder.

      (f)   *****

      (g)   Governing Law and Jurisdiction.

            (i)   This Agreement shall be governed and construed in accordance
                  with the laws of the State of Nevada applicable to contracts
                  to be made and performed entirely therein without giving
                  effect to the principles of conflicts of law thereof or of any
                  other jurisdiction.

            (ii)  Each of the parties hereto hereby expressly and irrevocably
                  submits to the nonexclusive personal jurisdiction of the
                  United States District Court for the District of Nevada and to
                  the jurisdiction of any other competent court of the State of
                  Nevada located in the County of Clark (collectively, the
                  "Nevada Courts"),  preserving, however, all  rights
                  of removal to such federal court under 28 U.S.C.
                  Section 1441, in connection with all disputes arising out of
                  or in connection with this Agreement or the transactions
                  contemplated hereby and agrees not to commence any litigation
                  relating thereto except in such courts. If the aforementioned
                  courts do not have subject matter jurisdiction, then the
                  proceeding shall be brought in any other state or federal
                  court located in the State of Nevada, preserving, however, all
                  rights or removal to such federal court under 28 U.S.C.
                  Section 1441. Each party hereby waives the right to any other
                  jurisdiction or venue for any litigation arising out of or in
                  connection with this Agreement or the transactions
                  contemplated hereby to which any of them may be entitled by
                  reason of its present or future domicile. Notwithstanding the
                  foregoing, each of the parties hereto agrees that each of the
                  other parties shall have the right to bring any action or
                  proceeding for enforcement of a judgment entered by the Nevada
                  Courts in any other court or jurisdiction.

      (h)   Notices. All notice, consents and other communications hereunder
            shall be in writing and shall be deemed to have been given (a) when
            delivered by hand or by Federal Express or similar overnight courier
            or (b) when successfully transmitted by telecopier (with a
            confirming copy of such communication to be sent as provided in
            clauses (a) or (b) above) to the party for whom intended, at the
            address or telecopier number for such party set forth below (or at
            such other address or telecopier number for a party as shall be
            specified by like notice):

                  If to Playboy, to:

                           Jim Griffiths
                           Senior Executive Vice President


                                       17
<PAGE>

                           Playboy Enterprises International, Inc.
                           2706 Media Center Drive
                           Los Angeles, California 90065
                           Fax No. 323 276 4505

                  With a copy to:

                           Howard Shapiro
                           General Counsel
                           Playboy Enterprises International, Inc.
                           680 North Lake Shore Drive
                           Chicago, Illinois 60611
                           Fax No. 312 266 2042

                  If to FPLLC:

                           Palms Casino Resort
                           4321 West Flamingo Road
                           Las Vegas, Nevada 89103
                           Attention:  George J. Maloof, Jr.
                           Fax No. (702) 942-7001

                  With a copy to:

                           Mr. Thomas K. Land
                           Palms Casino Resort
                           4321 West Flamingo Road
                           Las Vegas, Nevada 89103
                           Fax No. (702) 942-7014

                           Mark H. Goldstein, Esq.
                           Lionel Sawyer & Collins
                           300 S. 4th Street
                           Las Vegas, NV 89101
                           Fax No. (702) 383-8845

                  If to the Tenant or Nine Group:

                           Nine Group, LLC
                           In care of:  Palms Casino Resort
                           4321 West Flamingo Road
                           Las Vegas, Nevada 89103
                           Attention:  Scott DeGraff
                           Fax No. (702) 933-5625

                  With a copy to:

                           Harold S. Dembo, Esq.


                                       18
<PAGE>

                           Katz Randall Weinberg & Richmond
                           333 W Wacker Dr Ste 1800
                           Chicago, IL 60606
                           Fax No. 312-807-3903

      (i)   Suitability for the Nevada Licensing Authorities.

Playboy acknowledges and agrees that Palms and its affiliates are engaged in
businesses that are subject to or exist because of privileged licenses issued by
the Nevada Licensing Authorities. Playboy agrees to apply for and obtain any
licenses, approvals, findings of suitability or other clearance if so requested
or required by any Nevada Licensing Authority. If (i) Playboy fails to satisfy
any licensing requirement referred to above, or (ii) if any Nevada Licensing
Authority directs Palms to terminate its relationship with Playboy, or (iii) if
Palms reasonably determines that Palms' continued relationship with Playboy
could or does jeopardize Palms' privileged licenses, approvals or findings of
suitability, or (iv) if any such license, approval or finding of suitability is
threatened to be, or is, denied, curtailed, suspended or revoked by the Nevada
Licensing Authorities as a result of Palms' relationship with Playboy, Palms
may, notwithstanding the provisions of Section 6 hereof, terminate this
Agreement effective immediately upon written notice to Playboy stating the basis
for such termination.

      (j)   No Brokers. Playboy and Palms agree to indemnify and hold one
            another harmless from and against any claim for any brokerage or
            other commission or finders fee made by any other person or entity
            claiming to have acted on the behalf of the indemnifying party by
            reason of this Agreement.

      (k)   No Agency or Partnership. Palms does not, in any way or for any
            purpose, become a partner, employer, principal, master, agent or
            joint venturer of or with Playboy. Playboy does not, in any way or
            for any purpose, become a partner, employer, principal, master,
            agent or joint venturer of or with Palms.


                                       19
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date and year first above written.

                          PLAYBOY ENTERPRISES INTERNATIONAL, INC.


                          By:              /s/ James F. Griffiths
                               -------------------------------------------------
                                           James F. Griffiths
                          Title:     Senior Executive Vice President
                                ------------------------------------------------


                          FIESTA PALMS LLC

                          By:              /s/ George J. Maloof, Jr.
                               -------------------------------------------------
                                           George J. Maloof, Jr.
                          Title:           Manager
                                ------------------------------------------------


                          NINE GROUP LLC

                          By:              /s/ Scott DeGraff
                               -------------------------------------------------
                                           Scott DeGraff
                          Title:           Manager
                                ------------------------------------------------


                          N-M VENTURES II, LLC

                          By:              /s/ Scott DeGraff
                               -------------------------------------------------
                                 Scott DeGraff as Manager of Nine Group II, LLC
                          Title:           Member
                                ------------------------------------------------


                                       20
<PAGE>

                                    EXHIBIT A

                         ATTACHED TO AND MADE A PART OF
                     THE TRADEMARK LICENSE AGREEMENT BETWEEN
                     PLAYBOY ENTERPRISES INTERNATIONAL, INC.
                                       AND

                    FIESTA PALMS LLC and N-M VENTURES II, LLC

                           DATED AS OF October 4, 2004

PLAYBOY

RABBIT HEAD DESIGN

BUNNY

BUNNY COSTUME

PLAYBOY AFTER HOURS


                                       21
<PAGE>

                                    Exhibit B

                          Drawing of New Tower Location


                                       22
<PAGE>

Exhibit B - Palms Casino and Resort - Site Plan - Page 1


                                       23
<PAGE>

Exhibit B - Casino Expansion Rendering - Palms - Page 2


                                       24
<PAGE>

                                    Exhibit C

                         Design of the New Tower Signage


                                       25
<PAGE>

Exhibit C - Palms Casino and Resort - Elevation


                                       26
<PAGE>

                                    Exhibit D

                           Playboy Elements Floorplan


                                       27
<PAGE>

Exhibit D - Furniture Floor Plan - Page 1


                                       28
<PAGE>

Exhibit D - Palms Casino and Resort - Gaming and Lounge - Page 2


                                       29
<PAGE>

                                    EXHIBIT E

          ITEMS THAT PALMS MAY PRODUCE, SUBJECT TO PLAYBOY APPROVAL OF
                                    PROTOTYPE

Screen printed decorated glassware and etched glass shot glasses, double
old-fashion glasses, hi-ball glasses, martini glasses, beer mugs, beer steins,
pilsner glasses, champagne glasses, wine glasses, pint glasses, margarita
glasses, martini shakers, martini pitchers, margarita pitchers, champagne
buckets, ice buckets, coasters, stirrers, picks, napkins, matches and serving
trays. Bar accessories, specifically corkscrews, bottle openers, bottle
stoppers, bottle pourers, strainers, ice tongs, jiggers and wine glass charms.


                                       30
<PAGE>

                                    EXHIBIT F

      *****


                                       31