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[PORTIONS  OF  THIS  EXHIBIT  HAVE  BEEN  REDACTED  PURSUANT  TO A  REQUEST  FOR
CONFIDENTIAL  TREATMENT AND FILED  SEPARATELY  WITH THE  SECURITIES AND EXCHANGE
COMMISSION.]


                                                                   EXHIBIT 10.67


                      INTERNATIONAL DISTRIBUTION AGREEMENT


This International Distribution Agreement ("Agreement") dated as of January 8,
2009 (the "Effective Date"), is by and between Cirtran Beverage Corp., a Utah
corporation located at 4125 South 6000 West, West Valley City, UT 84128, USA
(the "Company") and Tobacco Holding Group Sh.p.k, an Albanian Company with its
notice address at Rruga Kavajes, Ish Kombinati, Ushqimor, Tirane, Albania (the
"Distributor").

The Company is engaged in the business of advertising, marketing, distributing,
and selling the Playboy brand products listed in the attached Schedule 1, as it
may be amended from time to time (the "Products"). The Company's licensors, Play
Beverages, LLC, and Playboy Enterprises International, Inc. ("Playboy
International") have entered into a Product License Agreement (the "License
Agreement") dated as of November 1, 2006, pursuant to which Playboy
International has licensed the use of the Playboy name on the Products. A copy
of the License Agreement is attached as Exhibit "A". The License Agreement was
later amended on December 19, 2008 listing Albania as a licensed territory upon
receipt of confirmation of local counsel, the Company will request immediately
from Playboy International the confirmation once this agreement is executed and
it is a condition precedent to the obligations of both parties hereunder that
such confirmation take place. The Company and Distributor desire that the
Distributor act as the exclusive seller and distributor of the Products in the
Territory as defined below.

         The parties agree as follows:

1.   APPOINTMENT.

         1.1 Appointment. The Company hereby appoints the Distributor as its
exclusive distributor for the Products in the Territory, having the exclusive
right to sell and distribute the Products in the Territory. Distributor
acknowledges that Playboy International has retained certain rights to
distribute Products to United States military bases and possessions in the
Territory.

         1.2 Trademarks. The Company hereby grants to the Distributor the
nonexclusive, nonassignable, nontransferable right to use the Company's
trademarks, trade names and trade dress described in the attached Schedule 3
(the "Trademarks") solely in connection with the distribution, marketing, and
sale of the Products in the Territory. The Trademarks will remain the sole and
exclusive property of the Company or its licensors.

         1.3 Initial Non-cancellable Purchase Order. As a condition precedent to
the effectiveness of this Agreement, upon execution of this Agreement
Distributor shall place with the Company a non-cancellable purchase order and
pay immediately for XXXXXX cases of Product. The Distributor must prepay for
this order in advance at the same time the order is issued via wire transfer.
The Distributor must accept, for the first 6 months from the date of this
agreement, the same product formula and packaging sold in the USA.


PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FILED WITH THE US SECURITIES AND EXCHANGE COMMISSION.


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         1.4 Localization. Company will consider in good faith requests from
Distributor to change the formula, taste, color or form factor of the Products
to better match local tastes in the Territory. In Company's discretion, such
localized Products may be in addition to, or in replacement of, the initial
Products. Distributor will be responsible for translating Product labels to
local language(s). All translations will be subject to approval by the Company.
Distributor will provide the Company with any label information required by law
in the Territory. Distributor shall be responsible to obtain all governmental
licenses, approvals, permits and approvals for the importation and distribution
of the Products in the Territory.

2.   EFFECTIVE AND TERMINATION DATES.

         2.1 Term. This Agreement shall be effective as of the Effective Date
and shall remain in force for five years (the "Term"), unless terminated prior
thereto as provided herein. This Agreement will automatically renew for
successive renewal Terms of five years each if at the end of the then current
Term (i) Distributor is not in default hereunder, (ii) Distributor has satisfied
the Minimum Sales Requirement described in paragraph 2.4 for each year of the
then-current Term, (iii) the parties have agreed upon the Minimum Sales
Projections for the renewal term, and (iv) Distributor has not notified the
Company that it does not intend to renew the Term, which notice must be given at
least 90 days prior to the expiration of the then-current Term. The Company will
use its best efforts to extend the License Agreement for the full Term of this
Agreement.

         2.2 Termination by Mutual Consent. This Agreement may be terminated at
any time by mutual consent of the parties in writing effective as provided
herein.

         2.3 Termination upon Default. This Agreement may be terminated by the
Company upon a default under Paragraph 5.2 hereof.

         2.4 Termination for Under-Performance.

              (a) The Parties have agreed on the Minimum Sales Projections for
each of the five years in the initial Term, which is attached hereto as Schedule
7. The Parties may in their discretion, but are under no obligation to, revise
the Minimum Sales Projections during the Term to reflect market conditions. Any
such revision must be in a writing signed by both Parties.

              (b) If actual sales for a twelve month period ending on an
anniversary of the Effective Date are less than 80% of the Minimum Sales
Projection for that year (the "Minimum Sales Requirement"), then the Company may
terminate this Agreement upon sixty (60) days prior written notice to
Distributor; provided that such notice is given within ninety (90) days after
the end of the relevant twelve month period.


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              (c) It is a condition to any renewal of this Agreement that the
Parties agree in writing on new Minimum Sales Projections for each year of the
renewal Term. The Parties will consider, among other things, the saturation of
the Products in the Territory and the overall growth rate of the product
class(es) which includes the Products throughout the Territory. The Parties'
agreement to new Minimum Sales Projections shall be in writing signed by both
Parties and must be agreed upon no later than thirty (30) days prior to the
expiration of the then-current term unless the Parties mutually agree to extend
such deadline.

3.   DISTRIBUTOR'S OBLIGATIONS.

         The Distributor will develop and maintain a market for the Products in
the Territory and meet the sales and distribution goals on Schedule 4, which
shall be updated at least annually, and to do the following:

         3.1 Territory Development. Within the first year after the Effective
Date, Distributor shall have commercially launched the Products fully in all its
channels in each country in the Territory. For purposes of this Agreement, if an
approved sub-distributor has been appointed for the country, a full commercial
launch means that the Products are being distributed to at least 70% of the
accounts of the sub-distributor. If Distributor has not appointed an approved
sub-distributor for the country, a full commercial launch means that the
Products are being distributed to at least as many outlets as would equal 70% of
the accounts serviced by the largest beverage distributor in that country;
provided that at the request of Distributor, made not more than four months
after the Effective Date, the Company will consider in good faith alternative
definitions for commercial launch in specified countries.

         3.2 Compliance with License Agreement. Distributor shall conduct all of
its activities hereunder in full compliance with the License Agreement.
Distributor shall fully and promptly comply with any requests of the Company for
information or reports which the Company may need in order to comply with the
reporting requirements of the License Agreement.

         3.3 Sub-Distributors. Distributor may appoint qualified
sub-distributors with exclusive or non-exclusive rights within specified
countries or areas within the Territory. The appointment of any sub-distributor
is subject to the prior written approval of the Company and Playboy
International, which approval may be withheld in their sole discretion. All
sub-distributors must agree in writing to comply with this Agreement, the
License Agreement and such other restrictions as may be reasonably imposed by
the Company or Playboy International. Distributor shall be fully responsible to
the Company and Playboy International for any violation of this Agreement or the
License Agreement by its sub-distributors. Any refundable initial fees or
payments obtained by Distributor from a sub-distributor shall be subject to
return or surrender in the same manner as the return or surrender of the
Security Deposit pursuant to Paragraph ___ below. Distributor may obtain
non-refundable initial fees or payments only with the express written consent of
the Company, which consent may be withheld in the Company's discretion.


PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR
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         3.4 Purchase from Company. Distributor must purchase all Product from
the Company or its designated subcontractor. Distributor will have no right to
manufacture, or to cause third parties to manufacture, the Products. Company
will control the manufacture of the Product either at Company's own facilities
or those of subcontractors, located inside or outside of the Territory, in
Company's discretion. All orders for Products will be placed with Company even
if a subcontractor is used for manufacture.

         3.5 Distribution. Distributor will supply Products purchased from the
Company, or its designated subcontractor, to customers in the Territory.
Distributor will not distribute, cause to be distributed or assist in the
distribution of the Products outside the Territory or other than as specified by
the Company nor will Distributor distribute, cause to be distributed or assist
in the distribution of any product or item not specifically requested by the
Company that bears any or all of the Trademarks during or at any time after the
distribution of the Products pursuant to this Agreement. Distributor will not
engage in transshipping or otherwise violate the scope of the Territory defined
herein. Nothing contained herein shall be construed to grant Distributor any
right to manufacture Products or to purchase Products from any person other than
the Company or its designated subcontractors.

         3.6 Review of Reports and Inspection. Distributor will keep and
maintain accurate and detailed books and records of its activities under this
Agreement. Upon reasonable notice, Distributor will allow the Company and
Playboy International to review Distributor's books and records, including any
depletion or other reports applicable to the Products, and shall have the right
to make extracts therefrom or copies in order to ensure Distributor's compliance
with this Agreement. Within 10 days of a request from the Company or Playboy,
Distributor will supply a statement detailing Distributor's accounts for the
Products. Upon reasonable notice, Distributor will allow the inspection by the
Company and Playboy International of the portions of the Distributor's
facilities used in connection with the storage and distribution of the Products.

         3.7 Marketing. Distributor will develop and execute marketing programs
as initially set forth on Schedule 4 hereto, which shall be updated at least
semi-annually. Distributor has agreed that the initial marketing budget for the
initial launching stage should be set at $XXXXXX but never less than $XXXXXX.
Distributor will assist the Company in brand growth and support volume case
requirements with introductory and promotional case allowances as Distributor
and the Company may agree.

         3.8 Handling Business. Distributor will maintain a business
organization and equipment necessary to function efficiently and effectively in
the sale and distribution of Products. Distributor will maintain all state,
federal and local licenses and permits necessary for it to perform under this
Agreement and will keep such licenses and permits current.

         3.9 Quality Control. Distributor will ensure that only products of
merchantable quality are sold. Unmerchantable product is defined to be Product
that is spoiled, putrid or foul, does not conform to the Company's manufacturing
specifications for such Product, or has sustained damage to its primary or
secondary packaging and is no longer commercially marketable. The Company shall
replace, at its own expense, all unmerchantable Products, including
transportation costs of delivering replacement Product to Distributor, other
than Product which has been spoiled by mishandling by Distributor.


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         3.10 Confidentiality. During and after the term of this Agreement,
Distributor will maintain the confidentiality of all documents, confidential
information, trade secrets, marketing and operating methods, and data of the
Company relating to the Products and the business of Company ("Trade Secrets")
and refrain from using and disclosing Trade Secrets for personal gain, or for
any other purpose not in furtherance of or incidental to the obligations of the
Distributor hereunder, except with the Company's written consent.

         3.11 Report Law Suits or Claims. Distributor will notify the Company
promptly after becoming aware of any actual or potential claim or suit against
the Company, the Distributor, or any customer of Products that alleges that a
patent, trade name, copyright, or trademark of a third person will be infringed
by reason of the sale or use in the Territory of the Products or any promotional
materials of the Company or the Distributor with respect to the Products.

         3.12 Infringement. Distributor will notify the Company promptly after
becoming aware of the any infringement of any of the Trademarks, and will assist
the Company (at the Company's expense) in any action or proceedings that the
Company or its licensors may institute as the result of such infringement.
Distributor will not make, cause others to make, or assist others in making, any
claim whatsoever to any or all of the Trademarks or any trademark, designation,
name, phrase, design or symbol similar thereto in connection with the
manufacture, advertising, promotion, sale or distribution of merchandise.

         3.13 Storage and Handling Standards. Distributor will comply with
regulatory standards for storage, transportation and handling of Products and
will provide access to its warehouse for the Company to inspect inventory.

         3.14 Use of Trade Name or Trademarks. Distributor will refrain from
removing the Trademarks from Products and from using the Trademarks on any other
product except the Products. Distributor will refrain from using the Trademarks
in the Distributor's corporate or business names without the Company's prior
approval, or in any case, in any manner inconsistent with the rights of the
Company and its licensors in the Trademarks.

         3.15 Notice Requirements. Distributor will provide the Company with
written notice by certified mail of any event that the Distributor alleges
constitutes a default under Paragraph 5.2 of this Agreement, including without
limitation:

              (a) A description of each act or omission relevant to the default;

              (b) The dates of each act or omission relevant to the default; and

              (c) (If the default is susceptible to cure) the steps the
Distributor believes are necessary to cure the default.

         3.16 Distribution in Territory. As described in the License Agreement,
if Distributor distributes Products in member states of the European Union
("EU"), right or obligations created or imposed by this Agreement may not be
exercised or enforced in a manner contrary to Community Law. Distributor will
not solicit orders from outside the Territory nor engage in any commercial or
promotional activities with respect to the Products outside the Territory, the
right of any purchaser of the Products within the Territory to export the
Products purchase to other member states of the EU staying unaffected.
Limitation of the exercise of rights or the enforcement of obligations due to
Community Law or the provisions of this Agreement shall not affect the validity
or enforceability of any other rights and obligations under this Agreement.


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         3.17 E-Commerce Web Site. Any advertisement, promotion, sale or
distribution of the Products via an "E-Commerce Web Site" shall be subject to
the terms and conditions of the E-Commerce Guidelines set forth on Schedule 5
hereto. In the event Distributor fails to adhere to any of the terms and
conditions of the E-Commerce Guidelines, such failure shall be deemed a default
under this Agreement.

         3.18 Non-Circumvention. Except with the Company's prior written
consent, during the period ending two years after termination or expiration of
this Agreement, Distributor shall not manufacture, market or distribute any
non-alcoholic beverages identified by the Trademarks (or marks confusingly
similar to the Trademarks) other than the Products purchased from the Company.
By way of clarification, this restriction shall apply even if the Distributor or
the seller of such beverages is licensed to use the Trademarks by Playboy
International or its licensees other than the Company. Distributor shall cause
any sub-distributors to agree to this restriction.

4.   COMPANY'S OBLIGATIONS.

         4.1 Sale of Products. The Company will sell the Products to the
Distributor under the terms of this Agreement, and the Company will take all
necessary steps to ensure that no other person sells or distributes Products in
the Territory in derogation of Distributor's exclusivity.

         4.2 Shipping. The Company will make prompt shipments in accordance with
the Distributor's purchase orders for Products.

         4.3 Notice Requirements. The Company will provide the Distributor with
written notice of any event Company alleges constitutes a default under
Paragraph 5.2 of this Agreement, including without limitation:

              (a) A description of each act or omission relevant to the default;

              (b) The dates of each act or omission relevant to the default; and

              (c) (If the default is susceptible to cure) the steps the Company
believes are necessary to cure the default.

         Such notice is a condition to termination of this Agreement for
Distributor's default, but failure to give such notice promptly after the event
will not be deemed a waiver of that or any subsequent default.


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         4.4 Company Responses. The Company will respond promptly in writing to
the Distributor upon any notification pursuant to Paragraph 3.12 hereof of a
claim or suit against the Company, the Distributor, or any customer for
Products.

         4.5 Quality and Production. The Company will assure that all Products
are of merchantable quality. The Company will be responsible for producing,
bottling, packaging and labeling the Products as required by the laws of the
country of origin and the laws of the Territory of which it is aware.
Distributor will notify the Company of any labeling requirements of which it is
aware specifically required in the Territory.

         4.6 Promotional Materials. Company will provide camera ready copy and
images for advertising and promotional materials. It will be Distributor's
obligation to translate or otherwise localize the materials, to comply with
local laws and regulations and to reproduce and distribute the materials. All
promotional materials, whether localization of Company materials or created by
Distributor, must be approved by the Company prior to use.

         4.7 Promotional Product. As a special introductory promotion to help
Distributor in the initial stages of introducing the Product in the Territory,
for every XXXXXX of Product purchased and paid for, the Company will provide
XXXXXX of Product to Distributor for no additional cost other than shipping and
customs. This introductory promotion will only apply to purchases during the
first 12 months from the Effective Date. The promotional product will not count
towards Distributor's Minimum Sales Requirement. Distributor agrees to pass on
this introductory promotion to its sub-distributors to help promote and market
the Products and upon the request of the Company Distributor will provide proof
that the sub-distributors received the benefit of the promotion.

5.   DEFAULTS.

         5.1 Deprivation of Products. To the extent that the Company may be
substantially deprived of Products for reasons beyond its control, the Company
will be excused from failure to perform according to the terms of this Agreement
for so long as such deprivation continues.

         5.2 Default Defined. The following will be defaults:

              (a) A breach by this Agreement by Distributor or any
sub-distributor (including but not limited to the failure to pay for Product
when due) upon written notice from the Company or Playboy International.

              (b) Distributor is insolvent or shall make or agree to make an
assignment for the benefit of creditors or an arrangement pursuant to any
bankruptcy law; Distributor has given an assignment for the benefit of
Distributor's creditors; involuntary or voluntary proceedings in bankruptcy are
instituted against or by Distributor that are not dismissed within 90 days, or
Distributor is adjudicated a bankrupt; a receiver or trustee is appointed for
Distributor, or any interest in its business, unless vacated within 90 days.

              (c) The abandonment by either party of its business by the
discontinuation of normal service to its customers for a period of 45
consecutive days.

              (d) A determination by a court of competent jurisdiction that one
party made a material misrepresentation or false statement or materially misled
the other in order to procure a benefit or right from the other party.


PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR
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         5.3 Remedies.

              (a) If the Distributor defaults, as described in Paragraph 5.2,
the Company may at its option exercise any one or more of the following
remedies:

                     (i) terminate this Agreement, effective immediately,
provided that the notice required by Paragraph 4.3 has been given;

                     (ii) declare all indebtedness of the Distributor to it
immediately due and payable, and repossess all the Products in the possession of
the Distributor for which the Distributor is indebted to it;

                     (iii) establish terms of cash in advance of delivery on
Products thereafter delivered to the Distributor; or

                     (iv) exercise any other legal remedies available to it.


              (b) If the Company defaults, as described in Paragraph 5.2, the
Distributor may at its option

                     (i) terminate this Agreement, provided that the notice
required by Paragraph 3.15 has been given and the Company has failed to cure the
default within sixty days or such longer cure period as was provided n the
notice; or

                     (ii) exercise any other legal remedies available to it.

         5.4 Effect of Termination. Termination of this Agreement, other than
termination resulting from Distributor's default or termination upon expiration
of the Term, will not affect the obligation of the Company to make delivery on
orders accepted by it prior to the effective date of the termination, subject to
the terms and conditions provided in this Agreement.

         5.5 The Distributor's Obligations Upon Termination. Upon Termination of
this Agreement, the Distributor will immediately

              (a) return to the Company (at the Company's expense) or upon the
Company's request destroy, all advertising, promotional and sales materials in
the Distributor's possession that were furnished by the Company without charge
(including without limitation brochures, catalogs, price books, photographs,
designs, drawings, and engineering and other data);


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              (b) provide to the Company and Playboy International within 10
days of the date of Termination with a statement setting forth the number of
Products on hand and a listing of all of Distributor's accounts for the
Products.

              (c) immediately cease all use of the Trademarks; and

              (d) at its earliest opportunity remove the Trademarks from the
Distributor's vehicles and any of the Distributor's products, letterhead,
business cards, or other promotional materials of any kind.

6.   TERMS OF SALE OF PRODUCTS.

         The Company will sell the Products to the Distributor under the
following terms and conditions:

         6.1 Price. The prices the Company will charge the Distributor as of the
Effective Date of this Agreement are set forth in the attached Schedule 6. The
Company reserves the right to change its prices for the Products at any time by
giving the Distributor at least 45 days prior written notice of any price
increase. Unless otherwise expressly and unambiguously stated on Schedule 6, all
pricing is FOB the warehouse or factory of the Company or its subcontractor.

         6.2 Delivery. The Company will arrange and pay for transportation of
Products to the closest deep sea port in the Territory. Title to Products and
risk of loss pass to Distributor when the Products have been shipped from the
warehouse or factory of the Company or its subcontractor. Company will pay for
proper insurance premium to cover the risk of damage or loss until its arrival
to the port described herein.

         6.3 Purchase Orders. The Distributor's orders for Products, and the
Company's acceptances thereof, whether oral, written, or otherwise, will be
subject to the terms and conditions of this Agreement. Any term or condition in
such purchase orders or acceptances in conflict with this Agreement will be null
and void.

         6.4 Payment. All payments shall be in United States Dollars unless the
use of another currency is unambiguously set forth on Schedule 6. The
Distributor will pay for each shipment in cleared funds by electronic funds
transfer (or as otherwise agreed to by the Company in writing) received by the
Company as follows: one-half (1/2) with order and the balance (after application
of the per case credit, if any) upon shipment by the Company or its
subcontractor; provided that the bill of lading will not be released until
payment in full has been received. Alternatively, Distributor shall provide the
Company with an irrevocable unconditional letter of credit drawn on a bank
acceptable to the Company (which shall be a U.S. bank or the letter of credit
shall be payable at U.S. branches or correspondents of the issuing bank). The
letter of credit shall be for not less than the full amount of the purchase
order and may be drawn (i) as to one-half upon presentation of the purchase
order, and (ii) and the balance upon shipment by the Company or its
subcontractor; provided that the bill of lading will not be released until
payment in full has been received. If cleared funds are not timely received by


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the Company for any invoice, Distributor shall pay a late charge of 1.5% (or the
maximum amount allowed by law, whichever is lower) of the price set forth on the
invoice for each 30-day period, or part thereof, that such invoice shall remain
unpaid. The Company may, from time to time, in its sole discretion, set forth
credit limits applicable to Distributor's purchases. Following review of
Distributor's financial information, the Company may in its sole discretion
specify other payment terms in writing. If, in the Company's judgment,
Distributor should not be granted or continue to receive credit, whether because
of an arrearage in its payment or otherwise, then the Company shall have the
unqualified right, without prior notice, to reduce or withdraw entirely
Distributor's credit limit (if any) or only to sell to Distributor on a cash on
order basis. The Company reserves the right at any time in its sole discretion
to demand immediate payment of any account whether due or not. There shall be no
right of set-off by Distributor.

         6.5 Claims. Any claims for shortages, damaged Products, or
discrepancies in any shipment must be sent to the Company no later than 10 days
after the arrival of the shipment at the Distributor's facility. The Company
will issue the Distributor credit for such claims within 15 days of receipt of
claim.

7.   INDEMNIFICATION AND INSURANCE.

         7.1 Indemnification by the Company. The Company will indemnify, defend,
and hold harmless the Distributor from and against any and all third party
losses, expenses, damages, claims, suits, demands, and causes of action
(including without limitation the reasonable fees and expenses of attorneys,
court costs, and other litigation and dispute resolution costs) arising from or
relating to any injuries to or death of persons, or any damage to property,
occurring as a result of or in any way arising out of sales, production,
defects, or storage of the Products (including their bottling or packaging) by
the Company.

         The Distributor will give the Company prompt written notice of any
matter for which it claims indemnification, and the Company may, if it elects,
defend or settle such claim or suit at its own expense using counsel of its
choosing (but any such settlement that does not provide for the giving of an
unconditional release to the Distributor will be subject to the approval of the
Distributor, in its sole discretion), and the Distributor will give Company
cooperation and any and all available information and assistance in connection
with the defense of such claim or suit, to the extent it is able without
incurring additional cost.

         7.2 Company's Insurance. The Company will maintain primary and excess
products liability coverage totaling at least US$2,000,000 per occurrence, on an
occurrence (not claims-made) basis, and containing a Vendor's Liability
Endorsement applicable to the Distributor, its affiliated companies, and all
customers requesting such coverage through the Distributor.

         7.3 Insurance. The Distributor and the Company will each maintain
Comprehensive General Liability insurance with bodily injury and property damage
limits of not less than US$2,000,000 per occurrence, and an endorsement
providing contractual liability coverage. Distributor's policy will name the
Company as an additional insured. Within 45 days of the effective date of this
Agreement, each party will provide an original certificate of insurance
containing such terms, and thereafter will provide each certificate of renewal
within 10 days of the effective date of renewal. Each such certificate will
contain an endorsement stating that the insurance company will give the other
party at least 10 days' prior written notice in the event of cancellation,
nonrenewal, or material change to the terms of such liability policy.


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8.   INTELLECTUAL PROPERTY INFRINGEMENT.

         8.1 The Company will indemnify, defend, and hold harmless the
Distributor from and against any and all losses, expenses, damages, claims,
suits, demands, and causes of action (including without limitation reasonable
fees and expenses of attorneys, court costs, and other litigation and dispute
resolution costs) arising from or relating to any actual or claimed infringement
of any patent, trademark, copyright, or other intellectual property or
proprietary rights by reason of the Products or any advertising or promotional
materials created or supplied by the Company.

         8.2 Company Options. In the event of any infringement or claimed
infringement of any patent, trademark, copyright, or other intellectual property
or proprietary rights by reason of the Products or any advertising or
promotional materials created or supplied by the Company, the Company, at its
option and expense may

              (a) secure for the Distributor the right to continue selling or
distributing the Products, either by obtaining a license for such continued sale
or distribution or by other appropriate means;

              (b) replace the Products with noninfringing products or parts
thereof;

              (c) modify the Products so as to render them noninfringing; or

              (d) remove the Products from premises of Distributor, refund cost
paid by Distributor for such Products and, unless some of the Products are
noninfringing, terminate this Agreement.

9.   MISCELLANEOUS.

         9.1 Third Party Beneficiary. Playboy International and Play Beverages,
LLC are each an intended third-party beneficiary of this Agreement.

         9.2 Force Majeure. Fires, floods, wars, acts of war, strikes, lockouts,
labor disputes, accidents to machinery, delays or defaults of common carriers,
orders, decrees or judgments of any court, or any other contingency beyond the
control of the Company or the Distributor, whether related or unrelated, or
similar or dissimilar to any of the foregoing, will be sufficient excuse for any
resulting delay or failure in the performance by either party hereto of its
respective obligations under the Agreement, but such performance will be excused
only as long as the force majeure continues.

         9.3 No Assignments. Neither party may assign any of its rights or
delegate any of its obligations under this Agreement without the prior written
consent of the other, in its sole discretion, and any attempt to do so will be
void and will be a material breach of this Agreement.


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         9.4 Relationship of Parties. The relationship between the parties is
that of independent contracting parties, as buyer and seller of goods, and not
that of partners, joint ventures, or principal and agent. Neither party has or
will hold itself out as having the authority to bind or act in the name of or on
behalf of the other.

         9.5 Notices. All notices hereunder shall be sufficiently given for all
purposes hereunder if in writing and delivered personally, sent by document
[overnight] [expedited] delivery service or, to the extent receipt is confirmed,
faxed to the appropriate address or number set forth below.

If to Distributor:                             If to the Company:

Tobacco Holding Group Sh.p.k.                  Iehab Hawatmeh
Rruga Kavajes, Ish Kombinati                   c/o CirTran Beverage Corp.
Ushqimor, Tirane, Albania                      4125 South 6000 West
Attn: Lirim Fezollari                          West Valley City, Utah 84128
Telephone: + 355 4 263089                      Telephone: +(801) 963-5112
Fax: + 355 4 254977                            Fax: +(801) 963-5180
If to Playboy International:                   Copy to Cirtran's Attorney

Playboy Enterprises International, Inc.        Paul H. Shaphren
730 Fifth Avenue                               Callister Nebeker & McCullough
New York, NY 10019                             2180 S. 1300 East, Suite 600
Attn:  Sarah Haney                             Salt Lake City, Utah 84106
Telephone:  +(212) 261 5000                    Telephone: +(801) 530-7411
Facsimile:  +(212) 957 2950                    Fax: +(801) 746-8607

         9.6 Binding on Successors. This Agreement will bind and inure to the
benefit of the parties and their respective legal representatives, successors,
and permitted assigns, but nothing in this Agreement will confer any rights or
remedies on any person or entity other than the foregoing.

         9.7 Reasonable Discretion. If any provision of the Agreement grants the
Company the right of approval or requires the Company's consent, such discretion
or consent will be subject to the standard of reasonableness.

         9.8 Enforcement. Failure of either party to enforce at any time any
right or remedy it may have under this Agreement will be not be a waiver of such
provisions or rights, and will not preclude or prejudice such party from
thereafter exercising the same or any other right or remedy it may have under
this Agreement.

         9.9 Governing Law. This Agreement will be governed by and interpreted
and construed in accordance with the internal laws of the State of Utah, U.S.A.
without reference to principles of conflicts or choice of law. All disputes and
matters arising under, out of, in connection with or relating to this Agreement
shall be brought only in a court of competent jurisdiction in the State of Utah
and the parties submit to the exclusive jurisdiction of such courts.


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         9.10 Severability. If any provision of this Agreement is held invalid,
for any reason by a court, government agency, body or tribunal, the remaining
provisions will be unaffected and will remain in effect.

         9.11 Amendment. No change, modification, or alteration to this
Agreement, or to the distribution relationship evidenced hereby will be
effective unless set forth in writing and approved by Playboy International and
signed by the parties.

         9.12 Entire Agreement. This Agreement supersedes all previous and
contemporaneous agreements and understandings between the parties and is
intended as the complete and exclusive statement of the terms of their
understanding and agreement with respect to the subject matter hereof. There are
no representations, oral or written, upon which the Company or the Distributor
has relied as an inducement to enter into this Agreement, other than those set
forth herein.

         9.13 Confidentiality. Distributor may identify itself as a distributor
of the Product in the Territory. The Distributor agrees that this Agreement and
the other business terms hereof are confidential and proprietary information of
the Company. The Distributor shall not disclose the terms of this Agreement,
other than disclosure to its accountants, attorneys or other agents or
representatives with a need to know. Notwithstanding the above, a party may
disclose the terms of this Agreement and its terms to the extent required by
law.

         9.14 Product Recall. If any Products are recalled by Company, the
Distributor will use its best efforts to obtain the return of any unsold
recalled Products and will follow the Company's direction to destroy, return to
the Company or otherwise dispose of the recalled Product within 15 days of
receipt of Company's recall notice. The Company will repurchase the recalled
Product from Distributor at the Distributor's cost.

         9.15 Construction. The language used in this Agreement is the language
chosen by the parties to express their mutual intent, and no rule of strict
construction will be applied against either party.

         IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first written above.

COMPANY:                                       DISTRIBUTOR:

CIRTRAN BEVERAGE CORP.                         Tobacco Holding Group Sh.p.k.


By: _____________________                      By: _______________________
    Name: Iehab J. Hawatmeh                        Name: Lirim Fezollari
    Title:   Chairman                              Title: Managing Director


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                             SCHEDULE 1 - PRODUCTS
                             ---------------------

The following products, individually, have been authorized to Distributor by
this Agreement:

                                NAMES OF PRODUCTS
                                -----------------

                  Playboy(R) Energy Drink - 250ml aluminum cans
                  Playboy(R) Energy Drink Low Sugar - 250ml aluminum cans

The Distributor will be given 30 days to accept or reject all future products
and line extensions which the Company elects to distribute in the Territory. If
Distributor does not accept any future product or line extension, the Company
has the right to assign those products to an additional distributor in the
Territory. The Company may reformulate any of the Products or flavors or
discontinue them, so long as all flavors are not discontinued.


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                                   SCHEDULE 2
                                   ----------

Territory: The Distributor has the exclusive right to sell and distribute the
Products in all cities and towns in the following countries, subject to any
government restrictions. Distributor's exclusivity does not extend to United
States military bases located within the Territory. Distributor shall have no
right to export Products from the Territory or to sell the Products for export.

Albania

Company grants the Distributor a 10 day first right of refusal to add Kosovo and
FYR Macedonia as additional Territories once Company receives offers for
Distribution from third party Distributors.











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                             SCHEDULE 3 - TRADEMARKS
                             -----------------------

The Distributor may use the following in accordance with Paragraph 1.2:

All trademarks, trade names, trade dress and images licensed to the Company from
Playboy Enterprises International, Inc., existing or future, applicable to the
Products, including "PLAYBOY".












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              SCHEDULE 4 -DISTRIBUTION GOALS AND PROMOTIONAL TERMS
              ----------------------------------------------------

DISTRIBUTION GOALS:

See Minimum Sales Requirements


PROMOTIONS, POINT OF SALE MATERIALS, SAMPLES AND SERVICES:

Distributor, at its own cost and expense, will advertise and promote the
Products in the Territory. All advertising and promotional materials, including
point of sale and give-away items, must be approved by the Company prior to use.
Distributor shall spend not less than XXXXXX% of sales by Distributor and its
sub-distributors on advertising each year.









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                       SCHEDULE 5 - E-COMMERCE GUIDELINES
                       ----------------------------------

The following terms used in the Agreement shall have the meanings set forth
below:

"E-Commerce Web Site" is defined as promoting, offering, providing or selling
the Products using or via communications involving the TCP/IP Protocol or any
TCP/IP Successor.

"TCP/IP Protocol (Transmission Control Protocol/Internet Protocol)" is defined
as the two-layered program that is the basic communication language or protocol
of publicly accessible computer networks such as the Internet and private
computer networks such as intranets and extranets.

"TCP/IP Successors" is defined as programs, languages, protocols or other
technical means that are being developed or that have yet to be developed that
are intended to supplement, supersede or replace TCP/IP or its use for
communications on computer networks.


The following guidelines shall apply:


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<PAGE>

                         SCHEDULE 6 - DISTRIBUTOR PRICES
                         -------------------------------


Current distributor prices as of 01/07/2009:

         Per case of 24 cans CIF (Cost, Insurance and Freight) of both
Playboy(R) Energy Drink Regular and Sugar Free- 250ml aluminum cans

         US $XXXXXX - After  discount  of XXXXXX%  for first 12 months  from the
         Effective Date
         US $XXXXXX - After 12 months from Effective Date

         The Company will arrange and pay for transportation of Products to the
closest deep sea port in the Territory.









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            Schedule 7. Minimum Sales Projections in Cases (24 cans)
            --------------------------------------------------------

Contract Year                                           Territory

First year                                                XXXXXX
Second Year                                               XXXXXX
Third Year                                                XXXXXX
Fourth Year                                               XXXXXX
Fifth Year                                                XXXXXX







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                                    EXHIBIT A

                            PRODUCT LICENSE AGREEMENT













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[PORTIONS  OF  THIS  EXHIBIT  HAVE  BEEN  REDACTED  PURSUANT  TO A  REQUEST  FOR
CONFIDENTIAL  TREATMENT AND FILED  SEPARATELY  WITH THE  SECURITIES AND EXCHANGE
COMMISSION.]

                          INDEX TO PLAY BEVERAGES, LLC
                            PRODUCT LICENSE AGREEMENT
                            -------------------------

THE SCHEDULE


PARAGRAPH                                                              PAGE NO.
---------                                                              -------

1.   GRANT OF LICENSE
     a.       Grant                                                      6 - 9
     b.       Term                                                       9 - 10
     c.       License Year and License Quarter                               10
     d.       Territory                                                      10
     e.       Minimum Net Sales                                         10 - 11

2.   COVENANTS OF LICENSEE
     a.       Use                                                       11 - 12
     b.       Best Efforts
              (i)      Maintaining Goodwill                                  12
              (ii)     Distribution Channels                                 12
     c.       Royalties
              (i)      Guaranteed Royalties                             12 - 13
              (ii)     Earned Royalties                                      13
              (iii)    Interest                                              13
              (iv)     Letter of Credit                                      13
     d.       Statements and Payments                                   13 - 14
     e.       Records and Audit                                         14 - 15
     f.       Expenses of Conducting Examinations                            15
     g.       Product Quality                                                15
     h.       Approval of Products and the Materials                    15 - 17
     i.       Title and Protection and Preservation
               of the Playboy Properties                                17 - 18
     j.       Right to Subcontract, Licensee Financial Statements
               and Lists of Sources and Accounts                        18 - 19
     k.       Inventory                                                      19
     l.       Playboy Properties and Non-Competitive Brands             19 - 20
     m.       Indemnification and Product
               Liability Insurance                                      20 - 21
     n.       Advertising Expenditures, Advertising Plans and
                Public Relations                                        21 - 22

3.   ADDITIONAL COVENANTS OF THE PARTIES
     a.       Reservation  of Rights                                         22
     b.       Certain Sales                                                  22

4.   TITLE AND PROTECTION
     a.       Indemnification by Licensor                               22 - 23
     b.       Enforcement                                                    23

5.   RELATIONSHIP BETWEEN THE PARTIES
     a.       No Joint Venture                                               23
     b.       Assignment                                                23 - 24


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[PORTIONS  OF  THIS  EXHIBIT  HAVE  BEEN  REDACTED  PURSUANT  TO A  REQUEST  FOR
CONFIDENTIAL  TREATMENT AND FILED  SEPARATELY  WITH THE  SECURITIES AND EXCHANGE
COMMISSION.]


                          INDEX TO PLAY BEVERAGES, LLC
                            PRODUCT LICENSE AGREEMENT
                            -------------------------

                                   (Continued)


6.   SUBLICENSING                                                            24

7.   DEFAULTS AND RIGHTS OF TERMINATION
     a.       Defaults and Right to Cure                                     24
     b.       Bankruptcy or Assignment for
               Creditors, Business Discontinuance                       24 - 25
     c.       Loss of Trademark Rights                                       25
     d.       Qualified Auditor's Report                                     25
     e.       Cross-Default                                                  25

8.   EXPIRATION OR TERMINATION
     a.       Effect of Expiration or Termination                            25
     b.       Reserved Rights                                                25
     c.       Continued Sales After Expiration
               or Termination                                           25 - 26
     d.       Inventory After Expiration or Termination                      26
     e.       Equitable Relief and Legal Fees                           26 - 27
     f.       Termination Fee                                                27

9.   NOTICES
     a.       Effectiveness                                                  27
     b.       Address Change                                                 28

10.  CONFIDENTIAL INFORMATION                                                28

11.  SEVERABILITY                                                            28

12.  CONSENTS AND APPROVALS                                                  28

13.  APPLICABLE LAW                                                          28

14.  NO BROKER                                                               29

15.  CONSTRUCTION                                                            29

16.  SURVIVABILITY                                                           29

17.  RIGHTS CUMULATIVE                                                       29

18.  ENTIRE AGREEMENT                                                        29


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<PAGE>

THE SCHEDULE referred to in the Agreement made as of November 1, 2006.


S.1.              LICENSOR:             PLAYBOY ENTERPRISES INTERNATIONAL, INC.
                                        680 North Lake Shore Drive
                                        Chicago, IL  60611


S.2.              LICENSEE:             PLAY BEVERAGES, LLC
                                        c/o Goldring, Hertz and Lichtenstein
                                        450 Roxbury, 8th Floor
                                        Beverly Hills, CA  90210
                                        Contact:          Mr. Ken Hertz
                                        Telephone:        310 248 3107
                                        Email:            ken@ghlh.com

S.3.              THE TRADEMARKS:

                  PLAYBOY and RABBIT HEAD DESIGN (as depicted in Exhibit A
                  attached hereto and made a part hereof).

                  THE IMAGES:

                  Certain images from Licensor's art and photo archives, which
                  are approved in advance in writing by Licensor on a
                  case-by-case basis. Although Licensee may submit to Licensor
                  its request to use certain images, the specific images to be
                  added to the Agreement will be granted in Licensor's sole
                  discretion, based on appropriateness for the Products,
                  Licensor's current strategic or business plan and availability
                  of rights.

S.4.              THE TYPE OF LICENSE:

                  Exclusive, except as set forth in Paragraph S.5. below and
                  Paragraph 1.a.(iii) of the Agreement.

S.5.              THE USE OF THE PLAYBOY PROPERTIES:

                  Design, manufacture, advertise, promote, sell and distribute
                  the Products (either directly itself or through distributors)
                  to or through: (i) Playboy-branded retail stores, which rights
                  shall be non-exclusive and subject to the provisions of
                  Paragraph 1.a.(iii)(c) and Paragraph 1.a.(iv) of the
                  Agreement, mass retail stores, supermarkets, convenient
                  stores, wholesale retail outlets such as Costco, discount
                  beverage outlets and specialty stores (i.e. physical stores)
                  located in the Territory (which may or may not have their own
                  "E-Commerce Web Site" (as such term is defined in Paragraph
                  1.a.(iii) of the Agreement)); (ii) non-Playboy branded
                  catalogs; (iii) "E-tailers" (as such term is hereinafter
                  defined) which will promote the availability of the Products
                  via such E-tailers' E-commerce Web Sites and which will
                  fulfill orders for the Products placed through such E-commerce
                  Web Sites to, and only to, those addresses located in the
                  Territory; and (iv) an E-commerce Web Site owned or controlled
                  by either Licensee or any such distributor which will promote
                  the availability of the Products via such E-commerce Web Site
                  and which will fulfill orders for the Products placed through
                  such E-commerce Web Site to, and only to, those addresses
                  located in the Territory. "E-tailers" shall mean any entity
                  engaged in the promotion and sale of the Products whose
                  primary means of promotion, sale or distribution of the
                  Products is via an E-commerce Web Site. All rights granted
                  under the License shall be subject to the terms and conditions
                  of the E-commerce Guidelines attached hereto as Exhibit B and
                  made a part hereof. In the event Licensee, or any affiliated
                  or third-party distributor of Licensee's, fails to adhere to
                  the terms and conditions of the E-commerce Guidelines,
                  Licensor may deem such failure to be an incurable default
                  under the terms and conditions of the Agreement. Licensee may
                  not sell and distribute the Products to or through duty-free
                  outlets as duty-free avenues of distribution are not included
                  in the definition of such physical stores.


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S.6.              THE PRODUCTS:

                  Non-alcoholic energy drinks and water. Additional products may
                  be added as Products under this Paragraph S.6. only upon
                  Licensor's prior written approval and subject to the
                  provisions of an amendment to this Agreement signed by both
                  Licensee and Licensor.

S.7.              THE TERRITORY:

                  Australia, Benelux, Brazil, Canada, Chile, China, Denmark,
                  France, Germany, Greece, Hong Kong, Ireland, Israel, Italy,
                  Japan, Korea, Lebanon, Mexico, New Zealand, Norway, Peru,
                  Philippines, Portugal, Russia, South Africa, Spain, Sweden,
                  Switzerland, Taiwan, Thailand, United Arab Emirates, United
                  Kingdom and the United States and the United States'
                  territories and possessions; provided, however, that only
                  Products bearing the RABBIT HEAD DESIGN Trademark may be
                  advertised, promoted, sold and/or distributed in Chile and
                  Japan.

S.8.              THE COMMENCEMENT DATE:

                  November 1, 2006

S.9.              THE EXPIRATION DATE:

                  March 31, 2012; subject to the Renewal Term in Paragraph
                  1.b.(ii) and the termination provisions set forth in the
                  Agreement.

S.10.             THE MINIMUM NET SALES:

                  License Year                                Amount
                  ------------                                ------
                  LY 1 (11/01/06 - 03/31/08)                  XXXXXXXXXXX
                  LY 2 (04/01/08 - 03/31/09)                  XXXXXXXXXXX
                  LY 3 (04/01/09 - 03/31/10)                  XXXXXXXXXXX
                  LY 4 (04/01/10 - 03/31/11)                  XXXXXXXXXXX
                  LY 5 (04/01/11 - 03/31/12)                  XXXXXXXXXXX

S.11.             GUARANTEED ROYALTIES:

                  License Year                                Amount
                  ------------                                ------
                  LY 1 (11/01/06 - 03/31/08)                  XXXXXXXXXXX
                  LY 2 (04/01/08 - 03/31/09)                  XXXXXXXXXXX
                  LY 3 (04/01/09 - 03/31/10)                  XXXXXXXXXXX
                  LY 4 (04/01/10 - 03/31/11)                  XXXXXXXXXXX
                  LY 5 (04/01/11 - 03/31/12)                  XXXXXXXXXXX


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S.12.             EARNED ROYALTIES:

                  XXXXXXXXXXX of "Net Sales" (as defined in Paragraph 2.d.(ii)
                  and subject to the provisions of Paragraph 3.b.(ii)) of the
                  Products. XXXXXXXXXXX.

S.13.             THE ADDRESS WHERE BOOKS KEPT:  See Paragraph S.2. above.

S.14.             EUROPEAN UNION:

                  a.      Within member states of the European Community (the
                          "EU"), rights or obligations created or imposed by the
                          License and this Agreement may not be exercised or
                          enforced in a manner contrary to EU Law.

                  b.      Licensee may not solicit orders from outside the
                          Territory nor engage in any commercial or promotional
                          activities with respect to the Products outside the
                          Territory, the right of any purchaser of the Products
                          within the Territory to export the Product purchased
                          to other member states of the EU staying unaffected.

                  c.      Limitation of the exercise of rights or the
                          enforcement of obligations due to EU Law or the
                          provisions of the foregoing subparagraphs shall not
                          affect the validity or enforceability of any other
                          rights and obligations under this Agreement.


PLAY BEVERAGES, LLC                        PLAYBOY ENTERPRISES
 (LICENSEE)                                 INTERNATIONAL, INC.
                                            (LICENSOR)


By:                                        By:
         -------------------------                  ----------------------------

Title:                                     Title:
         -------------------------                  ----------------------------

Date:                                      Date:
         -------------------------                  ----------------------------


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                                LICENSE AGREEMENT
                                -----------------


         This Agreement is made as of November 1, 2006, by and between the
corporation described in Paragraph S.1. of the Schedule attached hereto and made
a part hereof (hereinafter referred to as "Licensor") and the corporation
described in Paragraph S.2. of the Schedule (hereinafter referred to as
"Licensee").

                                    RECITALS

         WHEREAS, Licensor has certain rights in and to the trademark PLAYBOY
and other trademarks identified in Paragraph S.3. of the Schedule and as
depicted in Exhibit A (hereinafter collectively referred to as the "Trademarks")
and to certain images from Licensor's photo or art archives (the "Images"). The
Trademarks and Images may sometimes be collectively referred to as the "Playboy
Properties;"

         WHEREAS, Licensee recognizes that the Playboy Properties have been
widely used in, on, for or in connection with:

              a. an internationally distributed magazine (PLAYBOY) and related
         publications and printed materials published by Licensor or its
         subsidiaries, affiliates or licensees;

              b. advertising, promotion, publicity, broadcasting, telecasting
         and related uses in diverse businesses by Licensor or its subsidiaries
         or affiliates; and

              c. the manufacture, advertising, promotion, sale and distribution
         worldwide of a broad range of consumer products, including, but not
         limited to, jewelry, clothing, footwear, leather goods, audio and
         visual recordings, and personal health and home articles and
         accessories;

         WHEREAS, the parties hereto desire that Licensor grant to Licensee a
license to use the Playboy Properties in the design, manufacture, advertising,
promotion, sale and distribution of the "Products" (as defined in Paragraph
1.a.(i) hereof);

         NOW, THEREFORE, in consideration of the mutual promises herein
contained, it is mutually agreed as follows:

         1. GRANT OF LICENSE.

              a. Grant:

                     (i) Upon and subject to the terms and conditions
              hereinafter set forth, Licensor hereby grants to Licensee, and
              Licensee hereby accepts, the right, license and privilege
              specified in Paragraph S.4. of the Schedule to use the Playboy
              Properties in connection with, and only with, the use specified in
              Paragraph S.5. of the Schedule on and in connection with
              specifically designated and approved articles of merchandise
              specified in Paragraph S.6. of the Schedule (hereinafter
              collectively referred to as the "Products") in the territory
              specified in Paragraph S.7. of the Schedule (hereinafter referred
              to as the "Territory"). Such right, license and privilege is
              hereinafter referred to as the "License." It is understood and
              agreed that while the manufacture of the Products may take place
              outside the Territory, none of the Products may be advertised,
              promoted, sold or distributed outside the Territory by Licensee
              except as set forth in Paragraph S.14. of the Schedule attached
              hereto.



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                     (ii) Nothing contained in this Agreement shall prevent
              Licensor (on behalf of itself and its subsidiaries and affiliated
              companies) from doing any or all of the following: (a) using or
              granting one or more others the right or license to use the
              Playboy Properties on or in connection with the Products in any
              area of the world other than the Territory or in the Territory
              through duty free outlets or on or in connection with any services
              or goods other than the Products in any or all area(s) of the
              world including the Territory; and/or (b) manufacturing or having
              manufactured in the Territory the Products for sale outside the
              Territory.

                     (iii) Anything in this Agreement to the contrary
              notwithstanding, Licensor (on behalf of itself and its subsidiary
              and affiliated companies) reserves: (a) the right to produce or
              have produced the Products to be used in the Territory
              specifically for promotional and advertising purposes and not for
              sale; (b) the right to produce or have produced any or all of the
              Products for the advertisement, promotion, sale and distribution,
              in the Territory, through direct marketing channels or sales
              (including, but not limited to, direct mail, catalog houses, home
              shopping programs, infomercials and the like), premium sales,
              incentive sales, home party plans or through any other means now
              known or hereafter available; (c) the right to produce or have
              produced by any third party the Products or similar products to be
              advertised, sold and distributed through a Playboy-branded retail
              store located in the Territory; or (d) the right to produce or
              have produced any or all of the Products for the advertisement,
              promotion, sale and distribution in the Territory of any or all of
              the Products in the Territory, via any E-commerce Web Site or via
              "Mobile Commerce," which shall mean transactions conducted by
              Licensee on one or more mobile telecommunications networks
              exclusively within the Territory and exclusively via the language
              of each country of the Territory in "Mobile Device" presentations
              associated with the Playboy Properties. "Mobile Device" means a
              mobile, wireless device existing as of the Commencement Date or
              developed thereafter that (i) is intended to be mobile and not
              commonly used at a fixed location; and (ii) is capable of
              receiving voice, data, and/or video communications. The definition
              of "Mobile Device" includes, without limitation, personal digital
              assistants (PDAs), pagers, mobile phones and other devices
              receiving communications via wireless fidelity (wi-fi) network
              and, for the avoidance of doubt, excludes all non-mobile
              television devices or other devices that function as a receiver or
              set-top box for a television-type broadcast or other signal, fixed
              display device or fixed monitor. "E-Commerce Web Site" shall mean
              promoting, offering, providing or selling the Products using or
              via communications involving the TCP/IP Protocol or any TCP/IP
              Successors. "TCP/IP Protocol" (which stands for Transmission
              Control Protocol/Internet Protocol) shall mean the two-layered
              program that is the basic communication language or protocol of
              publicly accessible computer networks such as the Internet and
              private computer networks such as intranets and extranets. "TCP/IP
              Successors" shall mean programs, languages, protocols or other
              technical means that are being developed or that have yet to be
              developed which are intended to supplement, supersede or replace
              TCP/IP or its use for communications on computer networks. Any
              Products advertised, promoted, sold or distributed by Licensor or
              its subsidiary or affiliated companies for the purposes set forth
              in subparagraphs (b), (c) and (d) above shall be obtained only
              from Licensee at the lowest prices offered to other purchasers of
              the Products ordering similar quantities; provided, however, that
              in the event Licensee cannot fulfill Licensor's orders (or the
              orders of Licensor's subsidiary or affiliated companies) for the
              Products at such low prices or in the quantities or within the
              time frames needed, Licensor (or its subsidiary or affiliated
              companies) may seek fulfillment of the relevant orders through one
              or more third parties without liability or obligation to Licensee.

                     (iv) Licensee acknowledges that there are a number of
              authorized Playboy-branded stores in various countries around the
              world. In the event the licensees for any such Playboy-branded
              stores wish to purchase any of the Products from Licensee or its
              distributors for sale through the Playboy-branded stores, Licensee
              may fulfill such orders subject to the provisions of this
              Paragraph 1.a.(iv). While fulfillment of such orders may consist
              of Licensee or its distributors shipping the Products outside of
              the Territory, such shipments of the Products to such authorized
              Playboy-branded stores outside of the Territory will not be a
              violation of the Territory restrictions set forth in this
              Agreement; provided, however, that (a) Licensee may not solicit
              such orders outside of the Territory; (b) Licensee must report


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              such sales separately on the "Statements;" (c) Licensee will
              include such sales in the calculation of "Net Sales" for the
              purpose of computing "Minimum Net Sales" and "Earned Royalties;"
              and (d) Licensee must notify Licensor in advance in writing of any
              such order and must obtain Licensor's prior written approval to
              fulfill such orders. Further, in the event Playboy has opened or
              opens, itself or through a third party, a Playboy-branded store in
              the Territory, the licensee for such Playboy-branded store in the
              Territory may source the Products or similar products through any
              third party anywhere in the world and sell such Products or
              similar products through such Playboy-branded store in the
              Territory and such sourcing and selling will not be a violation of
              the License.

                     (v) Anything in this Agreement to the contrary
              notwithstanding, Licensee shall have no right through the License
              to open or operate a free-standing retail store using the Playboy
              Properties or any of Licensor's other intellectual property on or
              in connection with such store or the signage for such store.

                     (vi) XXXXXXXXXXX

              b. Term:

                     (i) The term of the License and this Agreement (hereinafter
              referred to as the "Term") shall commence on the date specified in
              Paragraph S.8. of the Schedule (hereinafter referred to as the
              "Commencement Date") and shall expire at midnight, Chicago time,
              on the date specified in Paragraph S.9. of the Schedule
              (hereinafter referred to as the "Expiration Date"), unless sooner
              terminated by operation of law or as provided in this Agreement.

                     (ii) On the conditions that: (a) Licensee shall be in full
              compliance with all of the terms and conditions of this Agreement,
              including the timely payment of all amounts required under this
              Agreement; (b) the Minimum Net Sales have been met or exceeded for
              each License Year of this Agreement; (c) Licensor has provided,
              not later than February 1, 2012, its written approval for the
              Agreement to renew as set forth in this Paragraph 1.b.(ii), then
              this Agreement will renew for five (5) additional License Years
              commencing on April 1, 2012 and ending at midnight, Chicago time,
              on March 31, 2017 on the same terms and conditions of this
              Agreement except that (y) the Minimum Net Sales for each License
              Year of the "Renewal Term" will be XXXXXXXXXXX; and (z) the
              Guaranteed Royalties for each License Year of the "Renewal Term"
              will be XXXXXXXXXXX. Anything in this Agreement to the contrary
              notwithstanding, in the event that Licensee becomes non-compliant
              with the terms and conditions of this Agreement after its receipt
              of Licensor's notice approving the renewal of this Agreement as
              set forth in this Paragraph 1.a.(ii), or in the event that
              Licensor does not provide its written approval as set forth above,
              then this Agreement will not be renewed as set forth in this
              Paragraph 1.a.(ii) and Licensor shall be free to pursue such
              licensing opportunities without obligation or liability to
              Licensee. For ease of reference, such five-year renewal term will
              be referred to herein as the "Renewal Term" but all the terms and
              conditions applicable to "Term" shall be deemed applicable to the
              Renewal Term except to the extent that the terms and conditions of
              the Renewal Term shall differ from the terms and conditions of
              this Agreement, in which case the terms and conditions of the
              renewal of this Agreement shall control as to the Renewal Term.


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                     (iii) On the conditions that: (a) Licensee shall be in full
              compliance with all of the terms and conditions of this Agreement,
              including the timely payment of all amounts required under this
              Agreement; (b) the Minimum Net Sales have been met or exceeded for
              each License Year of this Agreement; (c) Licensor has provided,
              not later than February 1, 2017, its written approval for the
              Agreement to renew as set forth in this Paragraph 1.b.(ii), then
              this Agreement will renew for five (5) additional License Years
              commencing on April 1, 2017 and ending at midnight, Chicago time,
              on March 31, 2022 on the same terms and conditions of this
              Agreement except that (x) there will be no conditional automatic
              renewal following March 31, 2022; (y) the Minimum Net Sales for
              each License Year of the "Second Renewal Term" will be the greater
              of XXXXXXXXXXX or the amount of the Net Sales actually achieved in
              License Year 10; and (z) the Guaranteed Royalties for each License
              Year of the "Second Renewal Term" will be the greater of
              XXXXXXXXXXX or the amount of the Guaranteed Royalty plus the
              amount of the Earned Royalty due and payable in License Year 10.
              Anything in this Agreement to the contrary notwithstanding, in the
              event that Licensee becomes non-compliant with the terms and
              conditions of this Agreement after its receipt of Licensor's
              notice approving the renewal of this Agreement as set forth in
              this Paragraph 1.a.(iii), or in the event that Licensor does not
              provide its written approval as set forth above, then this
              Agreement will not be renewed as set forth in this Paragraph
              1.a.(iii) and Licensor shall be free to pursue such licensing
              opportunities without obligation or liability to Licensee. For
              ease of reference, such five-year renewal term will be referred to
              herein as the "Second Renewal Term" but all the terms and
              conditions applicable to "Term" shall be deemed applicable to the
              Second Renewal Term except to the extent that the terms and
              conditions of the Second Renewal Term shall differ from the terms
              and conditions of this Agreement, in which case the terms and
              conditions of the renewal of this Agreement shall control as to
              the Second Renewal Term.

              c.  License Year and License Quarter:

                     (i) For all purposes under this Agreement, a "License Year"
              shall be each twelve (12) consecutive calendar month period
              commencing on each April 1st of the Term and ending at midnight,
              Chicago time, on each following March 31st of the Term, except
              that the first License Year will be the seventeen (17) consecutive
              calendar months commencing on the Commencement Date and ending at
              midnight, Chicago time, on March 31, 2008. If the expiration or
              termination of the License and this Agreement is effective other
              than at the end of any such seventeen (17) or twelve (12) month
              period, then the final period of less than seventeen (17) or
              twelve (12) months ending on the effective date of such expiration
              or termination shall be deemed to be a License Year.

                     (ii) For all purposes under this Agreement, a "License
              Quarter" shall be the first five (5) consecutive calendar months
              of the first License Year and each succeeding three (3) month
              period of the first License Year and each License Year thereafter,
              and if the expiration or termination of the License and this
              Agreement is effective other than at the end of a License Year,
              then the final period of less than five (5) or three (3) months
              ending on the effective date of such expiration or termination
              shall be deemed to be a License Quarter.

              d. Territory: The License shall extend only to the Territory, and
         the use by Licensee of the Playboy Properties shall be confined to the
         Territory. Licensor shall have the right, but not the obligation, to
         terminate this Agreement by deeming any sales or distribution of the
         Products or use of the Playboy Properties by Licensee outside of the
         Territory to be an incurable default under this Agreement. Such sales
         of the Products or use of the Playboy Properties shall include any
         sales of the Products in the Territory for resale outside of the
         Territory. Within member states of the EU, however, Paragraph S.14. of
         the Schedule attached hereto is applicable. Licensee shall be free at
         all times during the Term to submit to Licensor a proposal to add
         additional countries to the Territory, but Licensor shall be under no
         obligation to agree to such proposal. In the event Licensor receives a
         bona fide offer to sell and distribute the Products to any country


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         outside of the Territory and Licensor, in its sole discretion elects to
         accept such offer, it will first notify Licensee that Licensor desires
         to pursue such offer. Licensee must notify Licensor, within five (5)
         business days of receipt of Licensor's notice, of its decision whether
         or not to pursue negotiations with Licensor for such rights. In the
         event Licensee decides, in its sole discretion, not to pursue such
         negotiations with Licensor, Licensor may pursue such opportunity
         without obligation or liability to Licensee. In the event Licensee
         decides, in its sole discretion, to pursue such opportunity, Licensor
         will negotiate in good faith with Licensee for such rights. If, within
         thirty (30) days after Licensor's receipt of Licensee's decision to
         enter into such negotiations, Licensor and Licensee have not concluded
         an agreement, it will be conclusively presumed that the parties cannot
         reach an agreement and Licensor will be free to pursue such
         opportunities without obligation or liability to Licensee.

              e. Minimum Net Sales: Notwithstanding anything in this Agreement
         to the contrary, if Licensee's "Net Sales" (as defined in Paragraph
         2.d.(ii) hereof) in any License Year are less than those specified in
         Paragraph S.10. of the Schedule for such License Year (hereinafter
         referred to as the "Minimum Net Sales"), then Licensor shall have the
         right to either: (i) declare the License to be non-exclusive, thereby
         giving Licensor the rights to design, manufacture, advertise, promote,
         sell and distribute the Products in competition with Licensee or
         otherwise grant any or all of such rights to one or more other parties;
         or (ii) terminate the License and this Agreement by deeming the failure
         to attain the Minimum Net Sales to be an incurable default under this
         Agreement. Such declaration or termination: (a) shall be immediately
         effective upon the receipt by Licensee of written notice from Licensor
         which shall be sent no later than forty-five (45) days after Licensor's
         receipt of the "Statement" (as defined in Paragraph 2.d.(i) hereof) for
         the end of each License Year and which evidences such shortfall; and
         (b) shall have no effect upon the amounts due and payable to Licensor
         for periods prior to or after such declaration or termination.

         2. COVENANTS OF LICENSEE.

              a.  Use:

                     (i) Subject to Licensor's prior approval as hereinafter
              required, Licensee shall commence bona fide commercial sales of
              the Products as soon as practicable after the Commencement Date,
              but in no event later than April 1, 2007. If Licensee fails to
              commence such sales by such date, Licensor may treat such failure
              as a default under this Agreement. In the event during any License
              Year, Licensee has not on a regular and ongoing basis: (y) sold
              and distributed one or more of the Products within all categories
              of the Products under Paragraph S.6. of the Schedule; or (z) sold
              and distributed the Products in all countries of the Territory,
              then Licensor shall have the right to delete, from the Schedule
              upon not less than thirty (30) days' prior written notice to
              Licensee, any Products which, any Product category from which, or
              any country to which Licensee has not so sold and distributed. In
              the event that all Products are deleted from the Schedule or all
              countries are deleted from the Territory, then the License and
              this Agreement will automatically terminate due to an incurable
              default. For purposes of clarification, the sales discussed in
              this Paragraph 2.a.(i) are bona fide commercial sales, which are
              volume sales to the distribution channels listed in Paragraph S.5.
              of the Schedule for sale or distribution to consumers and will
              specifically exclude sample sales to distributors or wholesalers.

                     (ii) Licensee shall not cause or authorize any use of the
              Playboy Properties in any area of the world outside the Territory
              and shall not knowingly manufacture, sell or otherwise deal with
              or distribute any of the Products on behalf of or to any
              individual or entity that Licensee believes or has reason to
              believe intends or intend or is or are likely to sell, deal with
              or distribute any of the Products in any way outside the
              Territory. Within member states of the EU, however, Paragraph
              S.14. of the Schedule attached hereto is applicable. Licensee
              shall ensure that all of its distributors, whether affiliated or


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              third-party, to which Licensee sells or through which Licensee
              otherwise moves any Products are aware of all Territory
              restrictions on the use of the Playboy Properties and the
              distribution of the Products and shall obtain an executed
              "Distributor Contract" (as defined in Paragraph 2.j.(ii) hereof)
              from all of its third-party distributors as set forth in Paragraph
              2.j.(ii) hereof. Licensee shall immediately notify Licensor should
              Licensee become aware that any of its distributors, whether
              third-party or affiliated, have distributed or dealt with the
              Playboy Properties or Products in any way outside the Territory.

                     (iii) Licensee warrants and represents that it has and will
              continue to have throughout the Term and the "Sell-Off Period" (as
              defined in Paragraph 8.c. hereof) the legal right and authority to
              enter into this Agreement and to assume and perform its duties and
              obligations hereunder and that there is or are no, and Licensee
              shall not enter into during the Term and the Sell-Off Period any,
              contract, agreement or understanding with any individual or entity
              which would in any way restrict or prevent Licensee from the
              performance of its duties and obligations under this Agreement.

                     (iv) Licensee shall be responsible for obtaining, at its
              own expense, any and all licenses, permits and approvals
              (including governmental and all other licenses, permits and
              approvals) necessary for Licensee to: (a) design, manufacture,
              advertise, promote, sell and distribute the Products; (b) pay
              "Guaranteed Royalties" (as defined in Paragraph 2.c.(i) hereof),
              "Earned Royalties" (as defined in Paragraph 2.c.(ii) hereof) and
              taxes; and (c) fulfill any and all other duties and obligations
              and exercise the rights of Licensee under this Agreement. In the
              event Licensee is unable, for any reason, to obtain prior to the
              Commencement Date or maintain throughout the Term all of such
              licenses, permits or approvals, then Licensor shall have the right
              to either (i) delete from the Territory any country in which
              Licensee has not obtained or maintained all necessary licenses,
              permits, patents, approvals or permissions; or (ii) terminate the
              License and this Agreement by deeming the failure to obtain the
              necessary licenses, permits, patents, approvals or permissions to
              be an incurable default under this Agreement. Licensee warrants
              and represents that the Products are safe for the use for which
              they are being marketed, sold or distributed and have been tested
              and approved by the FDA and/or the relevant governing bodies.

                     (v) Licensee will take all necessary actions to ensure that
              all aspects of its obligations in connection with this Agreement
              comply with all applicable federal and state and local laws, rules
              and regulations, including, without limitation, the CAN-SPAM Act
              of 2003. Licensee will not create, initiate, transmit or otherwise
              participate in the creation, initiation or transmission of any
              unsolicited bulk email in connection with the Products. In
              addition, Licensee will comply with all applicable state and
              federal laws governing privacy, technology, software and trade
              secrets.

              b.  Best Efforts:

                     (i) Maintaining Goodwill: Licensee recognizes that the
              Trademarks are associated with Licensor on a worldwide basis and,
              therefore, Licensee shall, throughout the Term and the Sell-Off
              Period, constantly use its commercially reasonable efforts in the
              advertising, promoting, selling, distributing and in all other
              dealing with or disposal of the Products to protect the good name
              and goodwill associated with the Trademarks and Licensor, and to
              obtain the greatest Net Sales throughout the entire Territory and
              the entire Term and the Sell-Off Period. Should Licensee take any
              action which negatively affects or impacts the good name, goodwill
              or reputation of Licensor, Licensor may deem such to be an
              incurable default by Licensee under this Agreement.


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                     (ii) Distribution Channels: Licensee acknowledges and
              agrees that the sale of the Products in certain types of stores or
              through certain types of web sites can negatively affect the
              reputation and the value of the Playboy Properties, as some types
              of stores or web sites are perceived by the public as having lower
              quality products than other types of stores regardless of whether
              the products or their prices are the same. Licensee agrees that it
              will sell and distribute the Products only to those stores or web
              sites that are generally perceived by the public as good quality
              stores or web sites by virtue of their reputations for quality
              products and by their providing certain service amenities
              associated with good quality stores, which may include without
              limitation the availability of any or all of the following:
              customer service desks; knowledgeable, regular, full-time service
              representatives; and provision for the return of products.
              Licensee and Licensor agree that warehouse outlets, deep discount
              chains and other similar channels are generally perceived by the
              public as having lower quality products and will therefore not be
              considered acceptable channels of sale and distribution of the
              Products under this Agreement. Licensor and Licensee agree to
              reasonably attempt to settle all differences of opinion as to
              whether or not a specific store or chain of stores is an
              acceptable channel for the sale and distribution of the Products,
              but Licensor's decisions in this matter shall govern and control.
              Licensee shall be responsible for and shall assume and pay for all
              costs and expenses related to Licensee's design, manufacture,
              advertising, promotion, sale and distribution of the Products.

              c. Royalties:

                     (i) Guaranteed Royalties: XXXXXXXXXXX

                     Under no circumstances whatsoever will Licensor return to
              Licensee all or any part(s) of Guaranteed Royalties, except as
              provided in Paragraph 8.b. hereof.

                     (ii) XXXXXXXXXXX

                     (iii) XXXXXXXXXXX

                     (iv) Letter of Credit: If, during any License Year,
              Licensee fails to make any timely payment of any amounts due under
              this Agreement, Licensor will have the right to require Licensee
              to deliver to Licensor an Irrevocable Stand-By Letter of Credit
              (the "Letter of Credit") in favor of Licensor confirmed and
              advised through a U.S. bank designated by Licensor and on terms
              and in the form and content as directed by Licensor in the amount
              of any and all unpaid and payable amounts for the remainder of
              that License Year. Licensee will have ten (10) days from the date
              of Licensor's demand for a Letter of Credit within which to comply
              with such requirement. Additionally, Licensee will deliver to
              Licensor a new Letter of Credit for each subsequent License Year
              in the amount of all Guaranteed Royalties due for that License
              Year. Licensor must receive the new Letter of Credit not less than
              thirty (30) days before the start of each such subsequent License
              Year. Licensor will have the right, at any time, to draw upon such
              Letter of Credit if Licensee fails to make any payments as
              provided for under this Agreement. All costs and expenses
              associated with such Letter of Credit, including, but not limited
              to, opening, amending and drawing fees, will be borne by Licensee.
              Licensee's failure to provide Licensor with a Letter of Credit as
              herein above provided shall be an incurable default under this
              Agreement.

              d.  Statements and Payments:

                     (i) Within forty-five (45) days after each License Quarter
              and the conclusion of the Sell-Off Period, or within ten (10) days
              after the date of Licensor's written request, Licensee shall
              furnish to Licensor or its designee a complete and accurate
              statement in a format acceptable to Licensor and certified to be
              true by the Chief Financial Officer of Licensee (hereinafter
              referred to as the "Statement") showing for such License Quarter
              and the License Year through such period or for the Sell-Off
              Period: (a) a listing of Licensee's accounts and the accounts of
              Licensee's affiliated and third-party distributors in the
              Territory and the units and description of all of the Products
              sold and distributed to each such account or otherwise disposed of
              by Licensee or by Licensee's affiliated and third-party
              distributors; (b) the computations of Net Sales (as hereinafter
              defined) on all such sales; (c) the computation of the Earned
              Royalties and the amount of Earned Royalties due and payable; and
              (d) the advertising and promotion expenditures made by Licensee
              pursuant to Paragraph 2.n. hereof and the details of all such
              expenditures, supported by copies of vouchers and copies of all
              advertising for or relating to the period covered by such
              Statement. When, during any License Year, the amount of Guaranteed
              Royalties for such License Year has been exceeded by the amount
              calculated according to Paragraph S.12. of the Schedule for such
              License Year, Licensee shall commence payment of Earned Royalties.
              Licensee shall pay all accrued and unpaid Earned Royalties by
              remittance accompanying each of the Statements.

                     (ii) As used in this Agreement, the term "Net Sales" means
              the invoice price charged by Licensee for the Products less (x)
              refunds, credits and allowances actually made or allowed to
              customers for returned Products; (y) customary trade discounts
              (including anticipations) afforded to and actually taken by
              customers against payment for the Products; and (z) taxes assessed
              on sales (only where applicable).

                     (iii) Licensee will not sell the Products in a way which
              would cause serious harm to Licensor and Licensor's business
              activities, particularly the goodwill and image of the Trademarks.

                     (iv) If Licensee sells any of the Products to any
              individual or entity that is directly or indirectly owned or
              controlled by Licensee or is under common ownership with Licensee,
              in whole or in part, the invoice price used to compute Net Sales
              hereunder shall be the invoice price that would have been charged
              to an unrelated purchaser in an arm's-length transaction for such
              Products.

                     (v) (a) Payments Licensee is required to make by the terms
              of this Agreement shall be made by wire transfer in United States
              Dollars through a bank specified by Licensor. Any and all costs
              associated with the wire transfer payments shall be borne by
              Licensee. No deduction shall be made for income or other taxes
              without Licensor's written permission, unless Licensee is
              compelled to do so by law; in which case Licensee shall provide
              Licensor with evidence that such tax has been paid in the proper
              amount. Licensee shall give due notice to Licensor of any such
              proposed deductions. Licensee shall make no further deductions
              without prior approval from Licensor based on satisfactory
              documentation presented by Licensee to Licensor. In the event
              payments in the manner provided in this Paragraph 2.d. shall
              become impossible or illegal by reason of the action of
              governmental authority, then, at Licensor's option, this Agreement
              may be terminated; and whether or not Licensor exercises such
              option, while such restrictions remain in effect, all payments due
              Licensor shall be made to an account in the Territory, or
              elsewhere where permitted by law, to be designated by Licensor.

                         (b) In determining the proper rate of exchange to be
              applied to the payments due hereunder, it is agreed that:




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                            (1) Licensee shall calculate Earned Royalties on a
                     calendar month basis in local currency (with each such
                     month considered to be a separate accounting period for the
                     purpose of computing Earned Royalties);

                            (2) Licensee shall compute a conversion rate of each
                     such monthly totally into United States currency utilizing
                     the mid-range rates as quoted by Reuters and other sources
                     as published in the Wall Street Journal on the last
                     business day of each relevant calendar month; and

                            (3) The converted amounts (in U.S. currency) shall
                     be added together on a cumulative basis and will be
                     reflected in the statement required under Paragraph 2.d.
                     hereof.

              e. Records and Audit: Licensee shall: (i) keep accurate books of
         account and records (including but not limited to utilization of
         consecutively numbered invoices which reconcile to each Statement and
         Licensee's general ledger) covering all transactions relating to or
         arising out of the License and this Agreement (which books and records
         shall be maintained separately from Licensee's documentation relating
         to other items manufactured or sold by Licensee); and (ii) permit
         Licensor or its nominees, employees, agents or representatives to have
         full access to such books and records in order to inspect such books
         and records at all reasonable hours of the day, to conduct an
         examination of and to copy (at Licensor's expense), all such books and
         records. Licensee shall maintain in good order and condition all such
         books and records for a period of two (2) years after the expiration or
         termination of the License and this Agreement or, in the event of a
         dispute between the parties hereto, until such dispute is resolved,
         whichever date is later, and such books and records shall be kept at
         the address stated in Paragraph S.13. of the Schedule, except as such
         address may be changed from time to time in accordance with Paragraph
         9.b. hereof. Receipt or acceptance by Licensor of any Statement
         furnished pursuant hereto or any sums paid by Licensee hereunder shall
         not preclude Licensor from questioning the correctness thereof at any
         time, and if one or more inconsistencies or mistakes are discovered by
         Licensor in such Statement, it or they shall be rectified in an amended
         Statement received by Licensor no later than ten (10) days after the
         date of receipt by Licensee of notice of that which should be
         rectified.

              f. Expenses of Conducting Examinations: If any inspection or
         examination referred to in Paragraph 2.e. above discloses, or Licensor
         or Licensee otherwise discovers, an underpayment of Earned Royalties,
         the amount of such underpayment shall be paid by Licensee to Licensor
         no later than thirty (30) days after receipt of notice or knowledge
         thereof by Licensee. XXXXXXXXXXX If such inspection or examination by a
         third-party auditor: (i) discloses or Licensor or Licensee otherwise
         discovers an overpayment of Earned Royalties (or, pursuant to Paragraph
         8.b. hereof, an overpayment of Guaranteed Royalties), the amount of
         such overpayment shall be credited against future payment of any or all
         of the Guaranteed Royalties and Earned Royalties or, in the event of
         the expiration or termination of the License and this Agreement and
         there is or are no such future XXXXXXXXXXX

              g. Product Quality: Licensee hereby warrants and agrees that the
         Products designed, manufactured, advertised, promoted, sold or
         distributed under this Agreement shall bear the Playboy Properties
         faithfully produced and shall meet the high standards of quality,
         workmanship, material, design, size, color and style established by
         Licensor from time to time and in accordance with the terms and
         conditions of this Agreement. Licensee will not knowingly or
         negligently cause or authorize any or all of the Products not
         conforming to this Agreement to be sold or distributed, as doing so may
         adversely affect Licensor's goodwill in the Trademarks and any such
         non-conforming Products shall be destroyed at Licensee's expense. All
         of the Products shall conform to and comply with, in all respects, all
         federal, state and local laws, rules and regulations governing the




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         design, quality, labeling and safety of such Products. Licensee shall
         not cause, condone or authorize: (i) the use of any substandard or
         offensive materials in or in connection with any of the Products; (ii)
         any violation of any federal, state or local law or regulation,
         including, but not limited to, provisions thereof imposing advertising
         standards or requiring trade or content description of the Products; or
         (iii) the use of the Playboy Properties or any other word, device or
         symbol associated in any way with any or all of Licensor and its
         subsidiaries and affiliates in connection with any product or activity
         that is not the subject of the License and this Agreement.

              h. Approval of Products and the Materials:

                     (i) Licensee understands and agrees that each of the
              Products and any other items bearing the Playboy Properties or
              intended for use in connection with the Products (hereinafter
              collectively referred to as the "Materials") must be approved in
              advance by Licensor. The Materials include, but are not limited
              to, photography, cartons, containers, labels, wrappers, packages
              and other inner and outer packaging materials, fixtures, displays,
              artwork and printing, advertising, sales, marketing and
              promotional materials. Licensee shall, at its own expense, submit
              to Licensor or its designee for written approval, samples of each
              of the Products and the Materials at each stage of development
              thereof, which shall include, but not be limited to: (a) an
              initial sketch or photograph; (b) a sample prototype or equivalent
              acceptable to Licensor; and (c) two final production-quality
              samples of that which will be mass produced or manufactured.
              Licensee must obtain Licensor's written approval of each stage of
              development before proceeding to the next stage, and in no event
              shall Licensee commence or permit the mass manufacture,
              advertising, promotion, sale or distribution of any of the
              Products or the Materials unless and until Licensee has received
              Licensor's written approval of the samples provided pursuant to
              (c) of this Paragraph 2.h.(i). In the event Licensor fails to
              provide its approval or disapproval of any or all things submitted
              to Licensor pursuant to this Paragraph 2.h.(i) within fourteen
              (14) days of Licensor's receipt thereof, Licensee may send written
              notice to Licensor advising no response was received. If Licensor
              does not respond within five (5) days of Licensor's receipt
              thereof, then Licensor shall be deemed to have given disapproval.

                     (ii) To ensure that each of the Products and the Materials
              are constantly maintained per season, per License Year in
              conformance with the samples previously approved for such season
              in such License Year pursuant to Paragraph 2.h.(i) above, Licensee
              shall, within fourteen (14) days of receipt of a request from
              Licensor, send or cause to be sent to Licensor at Licensee's
              expense: (a) such actual samples requested by Licensor of the
              Products and the Materials Licensee is using, manufacturing,
              selling, distributing or otherwise disposing of; and (b) a listing
              or revised listing of each location where any of the Products and
              the Materials or either thereof are designed, manufactured, stored
              or otherwise dealt with, except to the extent such listing or
              revised listing duplicates currently accurate information provided
              pursuant to Paragraph 2.j.(iii) hereof. Licensor and its nominees,
              employees, agents and representatives shall have the right to
              enter upon and inspect, at all reasonable hours of the day, any
              and all such location(s) and to take, without payment, such
              samples of any of the Products and the Materials as Licensor
              reasonably requires for the purposes of such inspection.

                     (iii) If any of the Products or Materials sent or taken
              pursuant to Paragraph 2.h.(ii) above or that otherwise come to the
              attention of Licensor does or do not conform in Licensor's
              reasonable discretion to the previously approved samples for the
              relevant season in the relevant License Year, Licensor shall so
              notify Licensee, in writing, specifying in what respect such of
              the Products or Materials is or are unacceptable. Immediately upon
              receipt of such notice, Licensee shall suspend all manufacture,
              sale and distribution of and shall obtain back from Licensee's
              accounts all such Products and Materials and shall not resume the
              manufacture, sale or distribution thereof unless and until
              Licensee has made all necessary changes to the satisfaction of
              Licensor and has received Licensor's written reapproval of each of
              such Products and Materials.


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                     (iv) Except as otherwise specifically provided in this
              Agreement, all of the Products and the Materials that are not
              approved by Licensor or that are determined by Licensor to be
              non-conforming or unacceptable shall not be sold, distributed or
              otherwise dealt with by Licensee. All such Products and Materials
              shall be destroyed by Licensee with, if Licensor so requests, an
              appropriate certificate of destruction furnished to Licensor.

                     (v) Except as provided in Paragraph 2.h.(iv) above, any and
              all sales, distribution or use by Licensee of unapproved,
              non-conforming or unacceptable Products or Materials shall not
              only constitute an incurable default under the terms of this
              Agreement, but such Products or Materials also shall be considered
              unlicensed and an infringement of Licensor's proprietary rights,
              and Licensor shall have the right to bring legal action against
              Licensee for any and all remedies available to Licensor in
              addition to the remedies available under this Agreement.

                     (vi) Licensee may engage, employ or utilize artists,
              designers or other third parties (collectively, the "Designers")
              to develop Products and/or Materials. Licensee shall obtain a
              written assignment, and shall supply Licensor with a copy of each
              such assignment, from any Designer in favor of Licensor under
              which all of such Designer's right, title and interest, including,
              but not limited to, all rights of copyright and trademark, in and
              to such Designer's work product is transferred and conveyed to
              Licensor to the maximum extent permitted by applicable law so that
              Licensor will be the sole owner of all rights therein.

              i.  Title and Protection and Preservation of Playboy Properties:
                  -----------------------------------------------------------

                     (i) Licensee hereby acknowledges each of the following: the
              great value of the goodwill associated with the Trademarks; the
              worldwide recognition thereof; that the proprietary rights therein
              and goodwill associated therewith are solely owned by and belong
              to Licensor; that the Trademarks and other related words, devices,
              designs and symbols are inherently distinctive or have secondary
              meaning firmly associated in the mind of the general public with
              Licensor, its subsidiaries and affiliates and its or their
              activities; and that all additional goodwill associated with the
              Trademarks created through the use of such Trademarks by Licensee
              shall inure to the sole benefit of Licensor. During and after the
              Term, Licensee shall not:

                            (a) attack or question the validity of, or assist
                     any individual or entity in attacking or questioning, the
                     title or any rights of or claimed by Licensor, its
                     subsidiaries and affiliates and their respective licensees
                     and sublicensees in and to the Playboy Properties or any
                     other trademarks, copyrights or such other intellectual or
                     intangible property associated or connected with any or all
                     of Licensor, its subsidiaries and affiliates, their
                     publications, published material, activities, licensees and
                     sublicensees. Within the EU-member states the obligation
                     not to attack the validity is restricted to not challenging
                     Licensor's ownership of the Playboy Properties;

                            (b) directly or indirectly seek for itself, or
                     assist any third party or parties to use or acquire, any
                     rights, proprietary or otherwise, in any patent, trademark,
                     copyright or such other intellectual or intangible property
                     so associated or connected, without the prior written
                     approval of Licensor;


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                            (c) in any way seek to avoid Licensee's duties or
                     obligations under this Agreement because of the assertion
                     or allegation by any individual(s), entity or entities that
                     any or all of the Playboy Properties are invalid or by
                     reason of any contest concerning the rights of or claimed
                     by Licensor; or

                            (d) file or prosecute one or more trademark
                     applications regarding Licensee's use of the Playboy
                     Properties, unless first requested to do so in writing by
                     Licensor. (Licensee will cooperate with Licensor in
                     connection with any and all such filings.)

                     (ii) Licensee shall:

                            (a) use the Playboy Properties as permitted under
                     this Agreement in each jurisdiction strictly in accordance
                     with the legal requirements in such jurisdiction. At
                     Licensor's request, Licensee shall cooperate fully with
                     Licensor in preparing and causing to be recorded in every
                     jurisdiction designated by Licensor registered user
                     agreements and all other documents or filings which may be
                     necessary or desirable to evidence, protect and implement
                     the rights of or claimed by Licensor pursuant to this
                     Agreement. In the event of any ambiguities between any
                     registered user agreement or other similar document or
                     filing and this Agreement, the terms and conditions of this
                     Agreement shall govern and control. Upon expiration or
                     termination of this Agreement for any reason whatsoever,
                     Licensee shall execute and file any and all documents, as
                     required and directed by Licensor and at Licensee's
                     expense, terminating any and all registered user agreements
                     or other filings. Licensee hereby authorizes and empowers
                     Licensor to terminate all registered user or other filings
                     on Licensee's behalf and in Licensee's name. Licensor shall
                     be responsible for the costs and expenses associated with
                     such recordation and de-recordation; provided, however,
                     that Licensor shall not be responsible for paying fees or
                     expenses incurred, if any, by Licensee for Licensee's
                     review, comment, approval and or signing any documents
                     required to effect such recordation and/or de-recordation;

                            (b) affix or imprint irremovably and legibly on each
                     of the Products and on or within all of the Materials such
                     Playboy Properties, trademark notices, copyright notices,
                     legends and Licensor's official hologram as Licensor
                     directs;

                            (c) manufacture, sell, distribute or otherwise deal
                     with the Materials solely in connection with the Products
                     (except for any or all of the Materials which do not bear
                     one or more of the Playboy Properties or otherwise are not
                     associated with any or all of the Products by virtue of,
                     but not limited to, such things as design, color or
                     content); and

                            (d) not cause or grant permission to any third party
                     or parties to acquire any copyright or other proprietary
                     right in connection with any word, device, design or symbol
                     used by Licensee in connection with any of the Products or
                     the Materials.

                     (iii) Licensee hereby assigns, transfers and conveys to
              Licensor, to the maximum extent permitted by applicable law, all
              of Licensee's right, title and interest in all copyrightable
              matter created by Licensee under or in connection with this
              Agreement so that Licensor shall be the sole owner of all
              copyrights therein.

                     (iv) Anything in this Agreement to the contrary
              notwithstanding, Licensor shall have no right, title or interest
              in or to any of Licensee's trademarks, copyrights or tradenames.


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              j. Right to Subcontract, Licensee Financial Statements and Lists
         of Sources and Accounts:

                     (i) Licensee may subcontract the manufacture of any or all
              component parts of any or all of the Products bearing the Playboy
              Properties pursuant to this Agreement, provided: (x) Licensee
              notifies Licensor in advance of any intended
              supplier/subcontractor and obtains Licensor's prior written
              approval of such supplier/subcontractor; (y) Licensee obtains from
              each such supplier/subcontractor an executed written agreement in
              the form attached hereto and made a part hereof as Exhibit D; and
              (z) furnishes a copy of each such executed agreement to Licensor.

                     (ii) Licensee may subcontract with a third-party
              distributor for the distribution of the Products in the Territory
              pursuant to this Agreement, provided: (x) Licensee notifies
              Licensor in advance of any intended third-party distributor and
              obtains Licensor's prior written approval of any such third-party
              distributor; (y) Licensee obtains from each Licensor-approved
              third-party distributor an executed written agreement (the
              "Distributor Contract") attached hereto and made a part hereof as
              Exhibit E; and (z) furnishes a copy of each Distributor Contract
              to Licensor. For purposes of this Paragraph 2.j.(ii), third-party
              distributors shall not include any distribution entity which is
              wholly-owned or controlled by Licensee. However, nothing contained
              in this Paragraph 2.j.(ii) shall be construed to relieve Licensee
              of its obligation and responsibility to ensure that its
              distributors, whether third-party or wholly-owned, perform their
              duties in accordance with the terms and conditions of this
              Agreement, (including, but not limited to, the E-commerce
              Guidelines) and the Distributor Contract, including, but not
              limited to approved distribution channels and Territory
              restrictions. Licensee shall be responsible to Licensor for any
              violations by its distributors, whether third-party or affiliated,
              of the terms and conditions of this Agreement or the Distributor
              Contract. In the event of any such violation, Licensor shall have
              the right, but not the obligation, to require Licensee to: (i)
              immediately terminate, upon receipt of written notice from
              Licensor, the Distributor Contract with such distributor; and (ii)
              immediately and permanently cease supplying any or all of the
              Products to such distributor. In the event Licensee fails to
              terminate the Distributor Contract with such distributor
              immediately upon Licensee's receipt of Licensor's notice or fails
              to cease supplying any or all of the Products to such distributor,
              Licensor shall have the option, but not the obligation to
              terminate the License and this Agreement, immediately upon receipt
              by Licensee of written notice, by deeming any such failure to be
              an incurable default by Licensee under this Agreement. In
              addition, Licensee shall be responsible for obtaining from each of
              its distributors, whether third-party or affiliated, a complete
              listing of each such distributor's inventory of the Products on
              hand at the time of termination or expiration of this Agreement
              and upon the expiration or termination of the "Sell-Off Period"
              (if any) and supplying a copy to Licensor of such inventory
              listing within the time frames set forth in Paragraph 8.d. hereof.

                     (iii) With the Statement submitted at the end of each
              License Year pursuant to Paragraph 2.d.(i) hereof and at any other
              time so requested by Licensor during the Term and the Sell-Off
              Period, Licensee shall provide Licensor with: (a) copies of
              Licensee's most recent audited financial statements (including
              without limitation footnotes) and annual reports, 10-K's, balance
              sheets or other similar documents that indicate Licensee's
              financial status; and (b) an updated list of the names and
              addresses of all manufacturing sources, subcontractors,
              distributors, suppliers, dealers, wholesalers, retailers, accounts
              and others which have been engaged in the design, manufacture,
              advertising, promotion, sale, distribution or other dealings with
              any or all of the Products and the Materials during the Term and
              the Sell-Off Period or either thereof. Such list shall, if so
              requested by Licensor, contain the full specification of all
              designs, utility models, patents or trademarks that may be
              involved, directly or indirectly, in the manufacture, production
              or distribution of any or all of the Products and the Materials.
              Licensee shall obtain the consent of any and all relevant third
              parties for such disclosure.


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              k. Inventory: Insofar as reasonable, Licensee shall at all times
         during the Term be able to fulfill all orders for the Products promptly
         and yet not have an excessive inventory on hand at the time of the
         expiration or termination of the License. Within forty-five (45) days
         after each License Year or within ten (10) days of receipt of a request
         from Licensor, Licensee will furnish Licensor with a complete and
         accurate statement (the "Inventory Statement") signed by the Chief
         Financial Officer of Licensee, setting forth in detail the quantities
         and description of each of the Products in work in process and finished
         goods inventories of the Products and the locations thereof.

              l. Playboy Properties and Non-Competitive Brands:

                     (i) Licensee shall not use, cause or authorize to be used
              any word, device, design, slogan or symbol confusingly similar to
              any or all of the Playboy Properties. During the Term and the
              Sell-Off Period, any or all of the following shall not be used on
              or in connection with the Products or the Materials without
              Licensor's prior written consent: (a) permutations of any or all
              of the Playboy Properties; (b) secondary marks; or (c) new words,
              devices, designs, slogans or symbols. Upon such authorization by
              Licensor and use by Licensee, each such permutation, secondary
              mark, word, device, design, slogan and symbol shall be the
              property of Licensor and shall be included as one of the Playboy
              Properties subject to this Agreement. Should Licensee create or
              develop any advertising, promotion, packaging or trade dress
              unique to the Products, all such advertising, promotion, packaging
              or trade dress shall be the property of Licensor and shall not be
              used by Licensee on or in connection with any other product or
              merchandise during and after the Term. No later than ten (10) days
              after expiration or termination of this Agreement or at any other
              time Licensor so requests, Licensee will assign to Licensor,
              without charge, all of Licensee's right, title and interest
              (including without limitation all copyrights) in and to such
              advertising, promotion, packaging or trade dress and shall
              cooperate fully with Licensor in preparing and recording whatever
              documentation may be necessary or desirable or requested by
              Licensor to effect such assignment.

                     (ii) Without Licensor's prior written consent, Licensee
              shall not design, manufacture, advertise, promote, distribute,
              sell or deal with in any way in the Territory any product or
              material that is or are in Licensor's reasonable judgment
              competitive with or confusingly similar to any or all of the
              Products and the Materials.

                     (iii) Licensee shall not use color combinations, designs,
              styles, logo treatments, graphics or packaging unique to any or
              all of the Products on or in connection with any other product,
              and Licensee, without charge, will assign to Licensor ownership of
              all rights, including, but not limited to, all rights of copyright
              and trademark, that Licensee has acquired or may acquire in such
              color combinations, designs or styles no later than ten (10) days
              after expiration or termination of this Agreement or at any other
              time Licensor so requests.

                     (iv) Licensee shall not during the Term of this Agreement
              enter into any retail business or business arrangement involving
              retail identified with or by the names or trademarks of any men's
              lifestyle publications, products or services, including but not
              limited to XXXXXXXXXXX. In the event Licensee commences any such
              dealing with any such publications, whether directly or
              indirectly, or in the event the publishers or any substantial
              holder of the interest in any such publication or in any men's
              sophisticate publication such as XXXXXXXXXXX acquires or otherwise
              comes to hold any financial or equity interest in Licensee,
              Licensor shall have the right to terminate this Agreement as the
              result of an incurable default.


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              m. Indemnification and Product Liability Insurance:

                 Licensee shall:

                     (i) indemnify, defend and hold harmless Licensor, its
              subsidiaries and affiliates, their respective shareholders,
              licensees and franchisees and the agents, officers, directors and
              employees of each (hereinafter collectively referred to as
              "Indemnitees") from all costs, claims, suits, losses, damages and
              expenses (including without limitation reasonable attorneys'
              fees), provided prompt notice of each such claim or suit which
              comes to the attention of Licensor is given to Licensee by
              Licensor arising out of or in connection with: (a) the design,
              manufacture, advertising, promotion, sale or distribution of or
              any other dealing whatsoever with the Products or Materials; (b)
              any alleged action or failure to act whatsoever by Licensee; (c)
              any alleged defect in any or all of the Products; (d) any alleged
              non-conformity to or non-compliance with any law pertaining to the
              design, quality, safety, advertising, promotion or marketing of
              any or all of the Products and the Materials; (e) any sales or
              distribution by Licensee of the Products to a State, particularly
              an EU-member State not belonging to the Territory, where a third
              party owns the registrations for trademarks that are confusingly
              similar to the Trademarks; or (f) any breach by Licensee of any of
              its representations or warranties hereunder. In no event, however,
              will such indemnification include incidental or consequential
              damages, including, but not limited to compensation or
              reimbursement for loss of prospective profits, anticipated sales
              or other losses occasioned by termination of this Agreement or any
              other reason(s). Licensee shall have the option to settle or to
              undertake and conduct the defense of any such claim or suit.
              Licensee shall have sole and exclusive control over such defense,
              and Licensee's decisions with respect thereto shall govern and
              control. Licensor expressly covenants that no discussions by
              Licensor whatsoever with claimant or litigant, no compromise or
              settlement by Licensor of any claim or suit and no negotiations by
              Licensor with respect to any compromise or settlement shall be
              had, made or entered into without the prior written approval of
              Licensee;

                     (ii) obtain and maintain, at Licensee's own expense,
              product liability insurance satisfactory to Licensor in the
              minimum amount of XXXXXXXXXXX of primary and umbrella coverage
              from one or more insurance companies, each with a Best's rating of
              "A" (or better), and qualified to transact business in the
              Territory (each such insurance policy shall name each of the
              Indemnitees as additional insureds by reason of the indemnity
              contained in Paragraph 2.m.(i) above and shall evidence the
              insurer's agreement that such insurance shall not be amended,
              canceled, terminated or permitted to lapse without thirty (30)
              days' prior written notice to Licensor), and provide Licensor with
              a certificate of such insurance upon execution of this Agreement
              by Licensee and on each anniversary date of the grant or issuance
              of each such policy during the Term and the Sell-Off Period
              evidencing that each such policy has not been altered with respect
              to the Indemnitees in any way whatsoever nor permitted to lapse
              for any reason, and evidencing the payment of premium of each such
              policy; and

                     (iii) cause each such policy to be in full force and effect
              prior to the commencement of any design, manufacture, advertising,
              promotion, sale, distribution or dealing with any or all of the
              Products whatsoever. Failure by Licensee to obtain the required
              insurance prior to such commencement or failure by Licensee to
              adequately maintain such insurance during the Term and the
              Sell-Off Period shall be an incurable default by Licensee under
              this Agreement.


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              n. Advertising Expenditures, Advertising Plans and Public
         Relations:

                     (i) In addition to all other amounts or payments due from
              Licensee under this Agreement, and not to be credited to or offset
              against any Guaranteed Royalties or Earned Royalties, Licensee
              agrees to expend within each License Year for advertising and
              promotion of the Products in trade and consumer media or either
              thereof (including without limitation displays, fixtures and
              point-of-sale materials, newspapers, magazines, television and
              radio, but specifically excluding trade shows) and for
              contribution to Licensor's advertising and promotion pool (as set
              forth below) not less than XXXXXXXXXXX of Net Sales for such
              License Year. If the Statement for the last License Quarter of a
              License Year shows XXXXXXXXXXX of Licensee's Net Sales has not
              been spent as set forth in this Paragraph 2.n.(i), then for the
              first License Year only the amount of such shortfall shall be
              added to the XXXXXXXXXXX due to be spent during the second License
              Year. In the event the Statement for any License Year beyond
              License Year 1 shows that the total percentage of Net Sales
              (which, for the second License Year, shall be XXXXXXXXXXX plus the
              amount of any shortfall from the first License Year) have not been
              reached, the difference between the amount actually spent and the
              amount required to be spent must be remitted to Licensor along
              with such Statement for use in Licensor's advertising and
              promotion pool with such Statement.

                     (ii) Licensee must submit to Licensor, for Licensor's
              approval, its advertising/promotional plan and marketing plan for
              the Products for each ensuing calendar year. Such plans must be
              submitted not later than October 1st of each calendar year. In the
              event Licensor, in its reasonable discretion, does not approve of
              any such plan, Licensee must submit a revised plan or plans to
              Licensor, for its approval, within not more than fifteen (15) days
              following Licensee's receipt of Licensor's notice of disapproval
              and Licensee must incorporate revisions into the plan or plans
              that address Licensor's concerns or reasons for disapproval.

                     (iii) Within ten (10) days following the end of each
              calendar quarter during the Term, Licensee will submit to
              Licensor, a list of all upcoming public relations efforts
              regarding the Products (the "PR"), which may include, but will not
              be limited to, interviews, press releases and press events. In the
              event Licensee wishes to sanction or schedule any PR after the
              submission to Licensor of such monthly list, Licensee will
              immediately notify Licensor of such additional PR. Licensee must
              obtain Licensor's prior written approval prior to any PR effort
              taking place. In the event any PR consists of interviews, all
              talking points for same must be approved in advance in writing by
              Licensor. In the event Licensor, in its sole discretion, wishes to
              participate in any PR Licensor will so notify Licensee. In the
              event Licensor fails to provide its approval or disapproval of any
              or all things submitted to Licensor pursuant to this Paragraph
              2.n.(iii) within fourteen (14) days of Licensor's receipt thereof,
              Licensor shall be deemed to have disapproved of such things. In
              the event Licensor disapproves any PR, Licensee will cancel such
              disapproved PR. Failure by Licensee to cancel any disapproved PR
              or engaging in any PR that has not been submitted to Licensor in
              advance for approval shall be an incurable default by Licensee
              under this Agreement.

         3. ADDITIONAL COVENANTS OF THE PARTIES.

              a. Reservation of Rights: All rights not expressly and
         specifically granted herein to Licensee are reserved by Licensor.

              b. Certain Sales:

                     (i) In the event Licensor during the Term chooses to
              exercise some or all of Licensor's rights pursuant to Paragraph
              1.a.(iii) hereof, Licensee, if requested to do so by Licensor,
              will sell to Licensor and its licensee(s) or either thereof any or
              all of the Products at the best prices and terms given to other
              customers of the Products ordering substantially the same
              quantities of similar merchandise from Licensee.


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                     (ii) In the event of any such sale of the Products by
              Licensee to Licensor, Licensee shall ship or deliver such Products
              either directly to Licensor or, as Licensor may direct, to any
              other individual(s), entity or entities. Any or all such sales of
              the Products by Licensee to Licensor shall be at the prices
              described in Paragraph 3.b.(i) above. Licensee will include such
              sale(s) in the computation of Net Sales for the purpose of
              computing Earned Royalties and Minimum Net Sales. Licensee shall
              bill Licensor and its licensee(s) or either thereof in accordance
              with Licensee's normal billing procedures for all such Products
              shipped or delivered.

         4. TITLE AND PROTECTION.

              a. Indemnification by Licensor: Licensor represents and warrants
         that: (i) it is the owner of the Trademarks; (ii) it has all necessary
         rights to the Images for the purposes set forth in this Agreement;
         (iii) the Trademarks are valid in the Territory; and (iv) the
         Trademarks are, to the best of Licensor's knowledge, free from any
         claim by any third party that would unreasonably interfere with the
         rights granted to Licensee under this Agreement. Licensor shall
         indemnify, defend and hold harmless Licensee, its subsidiaries and
         affiliates, their respective shareholders, licensees and franchisees
         and the agents, officers, directors and employees of each against and
         from all costs, claims, suits, losses, damages and expenses, including,
         without limitation reasonable attorneys' fees (provided prompt notice
         of each such claim or suit which comes to the attention of Licensee is
         given to Licensor by Licensee) arising out of or in connection with the
         authorized use of the Playboy Properties on or in connection with the
         Products by Licensee in the Territory, but in no event shall such
         indemnification include incidental or consequential damages, including,
         but not limited to compensation or reimbursement for loss of
         prospective profits, anticipated sales or other losses occasioned by
         termination of this Agreement or any other reason(s). Licensor shall
         have the option to settle or to undertake and conduct the defense of
         any such claim or suit. Licensor shall have sole and exclusive control
         over such defense, and Licensor's decisions with respect thereto shall
         govern and control. Licensee expressly covenants that no discussions by
         Licensee whatsoever with claimant or litigant, no compromise or
         settlement by Licensee of any claim or suit and no negotiations by
         Licensee with respect to any compromise or settlement shall be had,
         made or entered into without the prior written approval of Licensor.

              b. Enforcement: Licensee shall promptly notify Licensor in writing
         of each actual, suspected or apparent infringement or imitation of the
         Playboy Properties or the Materials that comes to the attention of
         Licensee. Licensor shall take such action in regard to such
         infringement or imitation as Licensor, in its sole and absolute
         judgment, deems to be appropriate. Licensor shall, in its sole and
         absolute discretion, decide whether to assert any claim or undertake or
         conduct any suit with respect to such infringement or imitation, but
         Licensee shall, upon receipt of notice from Licensor and pursuant to
         Licensor's instructions, on behalf of Licensor, assert any such claim
         or handle, undertake and conduct any such suit at Licensor's expense in
         the name of Licensor or Licensee or in both names as Licensor may
         direct. Licensee expressly covenants that no discussions whatsoever
         with the infringing or imitating party or parties, no compromise or
         settlement of any such claim or suit and no negotiations with respect
         to any compromise or settlement of any such claim or suit shall be had,
         made or entered into without the prior written approval of Licensor.
         XXXXXXXXXXX Under no circumstances may Licensee enforce Licensor's
         rights to the Playboy Properties without Licensor's prior written
         approval and in no event may Licensee take any action on account of any
         such infringements without Licensor's prior written approval.


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         5. RELATIONSHIP BETWEEN THE PARTIES.

              a. No Joint Venture: Nothing herein contained shall be construed
         to place the parties hereto in the relationship of partners or joint
         venturers, and Licensee shall have no power to obligate or bind
         Licensor or its subsidiaries or affiliates in any manner whatsoever.
         Licensor will have no fiduciary duty or fiduciary obligation to
         Licensee under this Agreement.

              b. Assignment:

                     (i) Licensor, in entering into this Agreement, is relying
              entirely upon Licensee's skills, reputation and personnel,
              including without limitation its officers, managers, directors and
              shareholders. This Agreement and all rights, duties and
              obligations hereunder are personal to Licensee and shall not,
              without the prior written consent of Licensor (which may be given
              or withheld Licensor's reasonable discretion), be assigned,
              delegated, sold, transferred, leased, mortgaged or otherwise
              encumbered by Licensee or by operation of law. Any attempt to do
              so without such consent shall be void and have no force or effect
              whatsoever and shall constitute a default under this Agreement. If
              Licensor in its reasonable discretion believes that any change in
              any or all of the officers, managers, directors and shareholders
              of Licensee has, will or could materially interfere with or
              materially and adversely affect Licensee's performance hereunder
              or the relationship between the parties hereto, Licensor may deem
              such change to be a default under this Agreement and shall so
              notify Licensee. In the event of any default pursuant to the
              provisions of this Paragraph 5.b.(i), Licensee will have the
              option to reverse such change to the reasonable satisfaction of
              Licensor within not more than ten (10) days of the date of
              Licensor's written notice of such default. Licensee must provide
              to Licensor within such 10-day period evidence of such reversal.
              If such change is not so reversed, Licensor shall have the right
              to deem the Agreement to be terminated on such 10th day. The
              consent of Licensor to any such assignment, delegation, sale,
              transfer, lease, mortgage, other encumbrance or change shall not
              be deemed to be consent to any subsequent assignment, delegation,
              sale, transfer, lease, mortgage, other encumbrance or change.

                     (ii) Licensor may assign this Agreement or assign or
              delegate any or all of its rights, duties and obligations under
              this Agreement to any of its parents, subsidiaries or affiliates
              or to any individual or entity.

         6. SUBLICENSING. Licensee may not, without the prior written approval
of Licensor, whose discretion shall be final and absolute, enter into any
sublicense agreement or grant any sublicense for any or all of the rights or
obligations of Licensee under the License or this Agreement. The consent of
Licensor to any sublicense agreement or sublicense shall not be deemed to be a
consent to any subsequent sublicense agreement or sublicense.

         7. DEFAULTS AND RIGHTS OF TERMINATION.

              a. Defaults and Right to Cure:

                     (i) Except as otherwise provided in this Agreement, if
              Licensee fails to make any timely payments under the terms of this
              Agreement, Licensor shall have the right and option, but not the
              duty, to terminate the License and this Agreement upon not less
              than ten (10) days' prior written notice, but no neglect or
              failure to serve such notice shall be deemed to be a waiver of any
              such violation or default. Such termination shall become effective
              unless such violation or default described in such notice shall be
              completely remedied to the satisfaction of Licensor within such
              ten (10) day period. Upon such termination, Licensee shall
              immediately pay all amounts owed under this Agreement.


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                     (ii) Except as otherwise provided in this Agreement and,
              specifically, Paragraph 7.a.(i) above, if Licensee shall violate
              any of the terms or conditions hereof or default on any of its
              duties, obligations or warranties hereunder, Licensor shall have
              the right and option, but not the duty, to terminate the License
              and this Agreement upon not less than thirty (30) days' prior
              written notice, but no neglect or failure to serve such notice
              shall be deemed to be a waiver of any such violation or default.
              Such termination shall become effective unless such violation or
              default described in such notice shall be completely remedied to
              the satisfaction of Licensor within such thirty (30) day period.
              Upon such termination, Licensee shall immediately pay all amounts
              owed under this Agreement.

                     (iii) Notwithstanding the provisions of Paragraph 7.a.(i)
              above, if such violation or default: (a) is of a kind that a
              remedy or cure cannot effectively restore the prior circumstances;
              or (b) is described in this Agreement as an incurable default,
              then the License and this Agreement shall terminate upon receipt
              by Licensee of written notice thereof without any period of remedy
              or cure whatsoever. The termination of the License and this
              Agreement shall be without prejudice to any rights that Licensor
              otherwise has against Licensee under this Agreement or under law.

              b. Bankruptcy or Assignment for Creditors, Business
         Discontinuance: If: (i) Licensee files a petition in bankruptcy or is
         adjudicated a bankrupt; (ii) a petition in bankruptcy is filed against
         Licensee; (iii) Licensee shall become insolvent or shall make or agree
         to make an assignment for the benefit of creditors or an arrangement
         pursuant to any bankruptcy law; (iv) Licensee discontinues business;
         (v) Licensee receives a qualified opinion from its independent auditor
         regarding Licensee's financial statements or an opinion stating that
         Licensee's financial situation raises substantial doubt about
         Licensee's ability to continue as a going concern (or the equivalent of
         such an opinion); or (vi) a receiver shall be appointed for Licensee,
         the License and this Agreement shall automatically terminate without
         the necessity of any notice whatsoever. If the License and this
         Agreement are so terminated, any and all of Licensee and its receivers,
         representatives, trustees, agents, administrators, successors and
         assigns shall have no right to sell or in any way deal with any of the
         Playboy Properties, Products or the Materials, except with the special
         prior written consent and under the instructions of Licensor that it or
         they shall be obligated to follow.

              c. Loss of Trademark Rights: If Licensee's right to use any or all
         of the Trademarks is adjudged illegal, invalid or restricted and either
         (i) such adjudication has become final and non-appealable; (ii)
         Licensor in its sole discretion chooses not to appeal therefrom; or
         (iii) if a settlement agreement is entered into by Licensor that
         prohibits or restricts Licensor's or Licensee's right(s) to use the
         Trademarks, the License and this Agreement shall automatically
         terminate without the necessity of any notice whatsoever as of the date
         (x) such adjudication becomes final and non-appealable; (y) Licensor
         makes such choice; or (z) the execution and delivery of such settlement
         agreement.

              d. Qualified Auditor's Report: If Licensee receives a qualified
         opinion from its independent auditor regarding Licensee's financial
         statements or an opinion stating that the Licensee's financial
         situation raises substantial doubt about Licensee's ability to continue
         as a going concern (or the equivalent of such an opinion), the receipt
         of such opinion shall be considered an incurable default and the
         License and this Agreement shall automatically terminate without the
         necessity of any notice whatsoever.

              e. Cross-Default: In addition to, and without derogating from any
         other rights Licensor may have hereunder or under any other agreement
         between Licensor and Licensee, or otherwise, any breach or default by
         Licensee (or its successors or assigns) of any other agreement
         (collectively, the "Other Agreements"), between Licensor (or any
         affiliate or assignee of Licensor) and Licensee (or its successors or
         assigns) may also be deemed by Licensor to be a breach or default by
         Licensee under this Agreement, and any breach or default by Licensee
         (or its successors or assigns) under this Agreement may also be deemed
         to be a breach or default by Licensee (or its successors or assigns) of
         any or all Other Agreements, and Licensor (or the applicable affiliate
         or assignee of Licensor) shall be entitled to exercise any and all of
         its rights and remedies under the applicable agreements with respect
         thereto as if such breach or default occurred under such agreements.


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         8. EXPIRATION OR TERMINATION.

              a. Effect of Expiration or Termination: Upon and after the
         expiration or termination of the License and this Agreement, all rights
         granted to Licensee under this Agreement shall immediately revert to
         Licensor. Licensee will refrain from any further use of the Playboy
         Properties or any further reference to anything similar to the Playboy
         Properties (including, but not limited to, words, devices, designs and
         symbols) or in any way associated with any or all of the Products,
         Licensor and its subsidiaries or affiliates, except with the prior
         written consent of Licensor or as expressly provided in Paragraph 8.c.
         hereof.

              b. Reserved Rights: The expiration or termination of the License
         and this Agreement shall not: (i) relieve Licensor or Licensee,
         respectively, of any obligations incurred prior or subsequent to such
         expiration or termination; or (ii) impair or prejudice any of the
         rights of Licensor or Licensee, respectively, accruing prior or
         subsequent thereto as provided in this Agreement. Upon termination of
         the License and this Agreement pursuant to Paragraph 7.c. hereof,
         Guaranteed Royalties for the then current License Year shall be
         prorated based on the ratio that the number of days in such License
         Year prior to termination bears to the number of days in the License
         Year had the License and this Agreement not been terminated. Earned
         Royalties due for such License Year shall be the excess of Earned
         Royalties over such prorated Guaranteed Royalties. Any overpayment of
         Guaranteed Royalties or overpayment or underpayment of Earned Royalties
         based on such proration shall be immediately adjusted by the parties
         hereto.

              c. Continued Sales After Expiration or Termination: Provided that
         Licensee is not in arrears in the payment of any amounts due to
         Licensor and that Licensee is in compliance with all of the terms and
         conditions of this Agreement, then upon the expiration of the License
         and this Agreement, or if this Agreement is terminated pursuant to any
         paragraph of this Agreement prior to the Expiration Date and then only
         upon Licensor's prior written approval (which may be withheld at
         Licensor's discretion), and except as provided in Paragraph 8.d.
         hereof, Licensee may, for a period of one hundred and twenty (120) days
         after the Expiration Date or notice of termination together with
         Licensor's written consent (the "Sell-Off Period"), sell through
         Licensee's existing, recognized network of distributors or accounts all
         of the Products that have been approved by Licensor and that are in
         process or on hand on the Expiration Date or at the time such notice of
         termination together with Licensor's approval of such Sell-Off Period
         is received. In such event, Licensee shall pay Earned Royalties and
         furnish Statements with respect to the Sell-Off Period in accordance
         with the terms and conditions of this Agreement as though the License
         and this Agreement were still in effect. It is expressly understood and
         agreed by Licensee that the Sell-Off Period shall be: (i)
         non-exclusive; and (ii) considered a separate accounting period for the
         purpose of computing Earned Royalties due to Licensor for sales during
         such Period. Sales during the Sell-Off Period shall not be applied
         against any Guaranteed Royalties due or payable prior to the Sell-Off
         Period.

              d. Inventory After Expiration or Termination:

                     (i) Licensee shall furnish to Licensor an Inventory
              Statement:

                            (a) not more than thirty (30) days after the
                     expiration of this Agreement;


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                            (b) not more than thirty (30) days after the
                     expiration of the Sell-Off Period (if any); and

                            (c) not more than ten (10) days after: (i) receipt
                     by Licensee of notice of termination of this Agreement or
                     the Sell-Off Period (if any); or (ii) the happening of any
                     event that terminates the License and this Agreement where
                     no such notice is required.

                     (ii) Not more than ten (10) days after the expiration or
              termination of this Agreement or the Sell-Off Period (if any),
              Licensee must supply Licensor with a certificate of destruction
              for all Materials, including, but not limited to, holograms,
              labels, hang tags, buttons, boxes, zippers, decals, advertising
              material, and equipment capable of recreating the Playboy
              Properties, including, but not limited to: molds, tools, dies and
              printing screens.

                     (iii) Upon the expiration or termination (for any reason)
              of this Agreement during the Term or the Sell-Off Period (if any),
              Licensor reserves the right to purchase all remaining inventory at
              Licensee's direct variable manufacturing cost, however, if
              Licensor chooses not to purchase such inventory, it shall be
              promptly destroyed by Licensee unless otherwise agreed between
              Licensee and Licensor. Licensor shall inform Licensee of its
              decision within fifteen (15) days after Licensor's receipt of the
              Inventory Statement from Licensee.

                     (iv) Should Licensor choose not to purchase Licensee's
              inventory as provided under Paragraph 8.d.(iii) above, Licensee,
              within ten (10) days after Licensor's notice, shall provide
              Licensor with a certificate of destruction for all inventory of
              the Product on hand or in process.

                     (v) Licensor and its agents shall have the right to conduct
              physical inspections to ascertain Licensee's compliance with this
              Paragraph 8.d. Any refusal by Licensee to submit to such
              inspection shall forfeit Licensee's right to a Sell-Off Period,
              and Licensor shall retain all other legal equitable rights it has
              in the circumstances, which rights are hereby specifically
              reserved.

              e. Equitable Relief and Legal Fees:

                     (i) Subject to Paragraph 8.c. hereof, Licensee hereby
              acknowledges that its failure to cease the design, manufacture,
              advertising, promotion, sale or distribution of the Products and
              the Materials upon the expiration or termination of this Agreement
              will result in irreparable harm to Licensor and its business
              interests for which there is no adequate remedy at law.
              Accordingly, in the event of such failure or in the event of any
              violation or default by Licensee under this Agreement (after
              giving effect to the provisions of Paragraph 7.a.(i) hereof),
              Licensor shall be entitled to equitable relief without the
              necessity of posting bond by way of any temporary and permanent
              injunctions and such other relief as any court of competent
              jurisdiction may deem just and proper. In this regard, Licensee
              hereby consents to the judgment of temporary and permanent
              injunctions in favor of Licensor in order to give effect to this
              Paragraph 8.e.(i).

                     (ii) In the event either party hereto files any action
              against the other to enforce any of the provisions of this
              Agreement or to secure or protect such party's rights under this
              Agreement, such party shall be entitled to recover, in any
              judgment in its favor entered therein, the attorneys' fees and
              litigation expenses of such party, together with such court costs
              and damages as are provided by law.


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              f. XXXXXXXXXXX

         9.   NOTICES.

              a. Effectiveness: Unless otherwise expressly indicated in this
         Agreement, each notice, request, approval, consent, payment and
         Statement (hereinafter referred to as a "Submission") specifically
         provided for in this Agreement shall be in writing and shall be
         considered effective or received the earliest of: (i) five (5) days
         after the date when such Submission is mailed by certified or
         registered mail with postage prepaid to the party hereto at the address
         set forth below; (ii) two (2) business days after the date when such
         Submission is sent by overnight courier service addressed to such party
         at such address or the date indicated as received on the overnight
         courier service confirmation receipt, whichever is earlier; (iii),
         except for payments, when such Submission is sent by email addressed to
         such party at such email address and the sender thereof requests and
         receives written confirmation from such party that such Submission has
         been received and is legible; or (iv) when such Submission is actually
         received by such party at such address:

             To Licensor:              Address:     730 Fifth Avenue
                                                    New York, NY  10019
                                       Attention:   Sarah Haney
                                       Facsimile:   212 957 2950
                                       Telephone:   212 261 5000

             With a copy to:           Address:     680 North Lake Shore Drive
                                                    Chicago, IL  60611
                                       Attention:   General Counsel
                                       Facsimile:   312 266 2042
                                       Telephone:   312 751 8000

             To Licensee:              The address specified in Paragraph
                                       S.2. of the Schedule
                                       Attention:   Ken Hertz
                                       Email:       ken@ghlh.com
                                       Telephone:   310 248 3107

              b. Address Change: Notwithstanding the provisions of Paragraph
         9.a. hereof, each party hereto may give written notice to the other
         party of some other address to which Submissions shall be sent, in
         which event such Submissions to such party subsequently shall be sent
         to such address.

         10. CONFIDENTIAL INFORMATION. Any party hereto (the "Disclosing Party")
may from time to time during the Term of this Agreement, make available to other
party (the "Receiving Party"), certain materials and information, all of which
is non-public, confidential or proprietary to the Disclosing Party (collectively
the "Proprietary Material"). Neither party hereto shall disclose the Disclosing
Party's Proprietary Material to third-parties or use the Disclosing Party's
Proprietary Material for any purpose other than in connection with the Receiving
Party's duties and obligations as set forth in this Agreement. The Receiving
Party will ensure that the Disclosing Party's Proprietary Material will be kept
confidential by the Receiving Party and its directors, officers, employees,
agents, distributors, designers and supplier/subcontractors (collectively the
"Representatives"), and that all such Representatives shall be made aware of the
confidential nature of the Proprietary Material. In the event the Receiving


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Party is requested or required (by oral question, interrogatories, subpoena,
civil investigative demand or similar process) to disclose any of the Disclosing
Party's Proprietary Material, the Receiving Party will promptly notify the
Disclosing Party of such request or requirement and cooperate with the
Disclosing Party so that the Disclosing Party may seek an appropriate protective
order or otherwise seek appropriate protection of the Proprietary Material. In
the event that such protection is not obtained or that the Disclosing Party
waives compliance, the Receiving Party shall furnish only that portion of the
Disclosing Party's Proprietary Material which the Receiving Party is advised by
written opinion of counsel is legally required to be furnished. Attached hereto
as Exhibit F and made a part hereof is a list (which may be amended from time to
time) of Proprietary Material which each party has supplied to the other, but
such list is not intended to preclude any other material or information of a
non-public, confidential or proprietary nature which may be provided to the
Receiving Party by the Disclosing Party verbally or otherwise. Within ten (10)
days from: (a) the expiration or effective date of termination of this
Agreement; or (b) the date of the Disclosing Party's prior written request, the
Receiving Party will return to the Disclosing Party, or destroy at the
Disclosing Party's request, all of the Disclosing Party's Proprietary Material
and all copies of such Proprietary Material produced, or any notes, analysis or
other materials prepared or produced, by the Receiving Party or its
Representatives.

         Unless mandated by law or a governmental agency or as otherwise
required in connection with financial statement disclosure, Licensee will keep
all terms and conditions of this Agreement confidential both during and after
the Term of the Agreement.

         11. SEVERABILITY. Each provision of this Agreement shall be severable.
If, for any reason, any provision herein is finally determined to be invalid and
contrary to, or in conflict with, any existing or future law or regulation by a
court or agency having valid jurisdiction, such determination shall not impair
the operation or affect the remaining provisions of this Agreement, and such
remaining provisions will continue to be given full force and effect and bind
the parties hereto. The parties to this Agreement agree to replace unvalid or
unenforceable provisions by a valid and enforceable provision which carries out
to the maximum possible extent the original economic intent of the parties.

         12. CONSENTS AND APPROVALS. If Licensor fails or refuses to grant to
Licensee any request, consent or approval, Licensor may, but shall not be
required to, give the reason therefor, but Licensor shall not be liable for any
events or circumstances that arise as a result of such failure or refusal.

         13. APPLICABLE LAW. This Agreement shall be governed by and interpreted
under the laws of the State of Illinois without regard to its conflicts of laws
provisions. Licensee hereby submits to personal jurisdiction in Cook County,
Illinois. The parties hereto agree that any and all disputes arising out of or
relating in any way to this Agreement shall be litigated only in courts sitting
in Cook County, Illinois. Licensor shall have the option, however, to instead
file lawsuit at Licensee's domicile which will then be litigated in the courts
competent for that domicile.

         14. NO BROKER. Licensee warrants and represents that Licensee used no
broker in connection with the execution and delivery of this Agreement.

         15. CONSTRUCTION. The headings used herein are for convenience only and
shall not be deemed to define, limit or construe the contents of any provision
of this Agreement. The wording of this Agreement will be deemed to be the
wording chosen by the parties hereto to express their mutual intent, and no rule
of strict construction will be applied against any such party. Time is the
essence of this Agreement. The Recitals and the Additional Terms and Conditions
(contained in Exhibit G which is attached hereto) shall be deemed to be part of
this Agreement. This Agreement may be executed in separate counterparts, each of
which is deemed to be an original, and all of which taken together constitute
one and the same agreement.

         16. SURVIVABILITY. The expiration or termination of the License and
this Agreement shall not affect those provisions hereof that are meant to
survive such termination or expiration.

         17. RIGHTS CUMULATIVE. The respective rights and remedies of the
parties hereto, whether herein specified or otherwise, shall be cumulative, and
the exercise of one or more of them shall not preclude the exercise of any or
all other rights and remedies each such party has hereunder or by law.


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         18. ENTIRE AGREEMENT. This Agreement (with the Schedule and Exhibits A
through G) represents the entire understanding of the parties hereto. None of
the terms of this Agreement can be waived or modified except by an express
agreement in writing signed by the parties hereto. There are no representations,
promises, warranties, covenants or undertakings other than those contained in
this Agreement. No custom or practice of the parties hereto at variance with the
terms hereof shall constitute a waiver of Licensor's right to demand exact
compliance with any of the terms herein at any time. The failure of either party
hereto to enforce, or the delay by either party hereto in enforcing, any or all
of its rights under this Agreement shall not be deemed as constituting a waiver
or a modification thereof, and either party hereto may, within the time provided
by applicable law, commence appropriate proceedings to enforce any or all of
such rights. Except as expressly provided in this Agreement, no individual or
entity other than Licensee and Licensor shall be deemed to have acquired any
rights by reason of anything contained in this Agreement.

         This Agreement will become null and void, and Licensor will have no
further obligation to enter into this Agreement with Licensee if Licensee has
not executed this Agreement and returned it to Licensor so that Licensor
receives the executed Agreement by December 29, 2006.

         IN WITNESS WHEREOF, the parties hereto, intending this Agreement to be
effective as of the Commencement Date, have caused this Agreement to be executed
by the duly authorized representative of each.

PLAY BEVERAGES, LLC                      PLAYBOY ENTERPRISES
 (LICENSEE)                               INTERNATIONAL, INC.
                                          (LICENSOR)


By:                                      By:
         ---------------------                    ------------------------------

Title:                                   Title:
         ---------------------                    ------------------------------

Date:                                    Date:
         ---------------------                    ------------------------------



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                                   EXHIBIT A
                         ATTACHED TO AND MADE A PART OF
                      THE PRODUCT LICENSE AGREEMENT BETWEEN
                     PLAYBOY ENTERPRISES INTERNATIONAL, INC.
                                       AND
                               PLAY BEVERAGES, LLC
                          DATED AS OF NOVEMBER 1, 2006

                             THE PLAYBOY PROPERTIES*
                             -----------------------











         * Any revisions to the above list and depictions will be granted only
upon Licensor's receipt of a fully-signed amendment to this Exhibit A.




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                                    EXHIBIT B
                         ATTACHED TO AND MADE A PART OF
                      THE PRODUCT LICENSE AGREEMENT BETWEEN
                     PLAYBOY ENTERPRISES INTERNATIONAL, INC.
                                       AND
                               PLAY BEVERAGES, LLC
                          DATED AS OF NOVEMBER 1, 2006

                              E-COMMERCE GUIDELINES
                              ---------------------

1.       Licensee's E-commerce Web Site: Licensee may advertise and offer the
         availability of the Products on its own E-commerce Web Site and may
         accept orders for the Products placed through its own E-commerce Web
         Site subject to the following provisions:

         a.   Licensee's E-commerce Web Site must, include a link to
              www.playboystore.com (or any other URL as Licensor may direct from
              time to time)and inform visitors to such E-commerce Web Site that
              the Products and other Playboy-branded Products are available for
              sale through such link.

         b.   Licensee may not advertise or promote the availability of the
              Products on its own E-commerce Web Site, or accept orders for the
              Products through its own E-commerce Web Site, if Playboy-branded
              products [including, but not limited to, the Products, other
              Playboy-branded items not in the Product category, video media and
              Spice-branded products] constitute twenty percent (20%) or more of
              such E-commerce Web Site's total product offerings. For purposes
              of clarification, such Playboy-branded products (i) may not be the
              only branded products advertised, promoted and sold on and through
              such E-commerce Web Site; and (ii) must not constitute twenty
              percent (20%) or more of all products advertised, promoted or sold
              on such E-commerce Web Site.

         c.   Licensee may not use any of the Trademarks, or portions thereof,
              in connection with the domain name, html title, meta tags or other
              hidden html text for its E-commerce Web Site.

         d.   Licensee will ensure that its E-commerce Web Site continuously
              displays a banner in the form and content acceptable to Licensor
              informing all visitors to such E-commerce Web Site that no orders
              for the Products will be accepted and no Products will be shipped
              outside the Territory.

         e.   Licensee will ensure that its E-commerce Web Site continuously
              displays the trademark or copyright notices as directed by
              Licensor in connection with the display, advertisement and offer
              of the Products.

         f.   None of the Playboy Properties used in conjunction with the
              advertisement of the Products on Licensee's E-commerce Web Site
              may be changed, manipulated or modified in appearance. Licensee
              may not use the Playboy Properties to advertise, promote or sell
              non-Playboy branded products or services.

         g.   All aspects of the display of the Playboy Properties and Products
              on Licensee's E-commerce Web Site will be subject to the prior and
              ongoing approval of Licensor, including design, layout, content,
              advertising and links. Licensee must obtain Licensor's approval
              prior to any change in already approved design, layout, content
              advertising or links of Licensee's E-commerce Web Site.

         h.   Notwithstanding anything hereof to the contrary, Licensor shall
              have the right to immediately withdraw the permission set forth in
              this Exhibit B and the Agreement upon receipt of Licensor's
              written notice if Licensor deems, in its sole discretion, that any
              aspect of Licensee's E-commerce Web Site, including, but not
              limited to, content, advertising, links or html code, violates the
              Standards and Practices, which Licensor may amend from time to
              time, set forth on Attachment 1 attached hereto and made a part
              hereof. In the event of such withdrawal, Licensee must immediately
              remove all of the Playboy Properties and the Products from
              Licensee's E-commerce Web Site.


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         i.   Licensee shall include its own Privacy Policy on Licensee's
              E-commerce Web Site consistent with the terms and conditions of
              Playboy.com, Inc.'s privacy policy which is attached hereto by way
              of example as Attachment 2.

         j.   None of the advertisements contained on Licensee's E-commerce Web
              Site shall include those categories set forth on Attachment 3
              attached hereto and made a part hereof unless approved in advance
              in writing by Licensor.

2.       E-tailers' and Retailers' E-commerce Web Sites: Licensee may sell and
         distribute the Products, and allow its distributors to sell and
         distribute the Products, to E-tailers and retailers which may sell and
         distribute the Products via such E-tailers' or retailers' E-commerce
         Web Sites provided that:

         a.   Licensee will not sell or distribute the Products to any E-tailer
              or retailer who will advertise, promote or offer the Products on
              an E-commerce Web Site if Playboy-branded products [including, but
              not limited to, the Products, other Playboy-branded items not in
              the Product category, video media and Spice-branded products]
              constitute twenty percent (20%) or more of any such E-commerce Web
              Site's total product offerings. For purposes of clarification,
              such Playboy-branded products (i) may not be the only branded
              products advertised, promoted and sold on and through any such
              E-commerce Web Site; and (ii) must not constitute twenty percent
              (20%) or more of all products advertised, promoted or sold on and
              through any such E-commerce Web Site;

         b.   Licensee will use commercially reasonable efforts to ensure that
              such E-tailers and retailers follow the guidelines set forth in
              these E-commerce Guidelines for the advertisement, promotion and
              offer of the Products via any E-commerce Web Site; and

         c.   Unless authorized by Licensor in writing, Licensee will not sell
              or distribute the Products to an E-tailer or retailer: (i) who is
              identified with or by the names of any adult male
              lifestyle/entertainment publications which are, in Licensor's
              opinion, competitive with PLAYBOY Magazine; (ii) who will
              advertise, promote or offer the Products on an E-commerce Web Site
              that is identified with or by the names of any adult male
              lifestyle/entertainment publications which are, in Licensor's
              opinion competitive with PLAYBOY Magazine; or (iii) who will
              advertise, promote, or offer the Products for sale on an
              E-commerce Web Site in conjunction with any products or services
              identified with or by the names of any adult male
              lifestyle/entertainment publications which are, in Licensor's
              opinion, competitive with PLAYBOY Magazine.

         In the event Licensor discovers any E-commerce Web Site which is in
         violation of any of the guidelines set forth in this Exhibit B,
         Licensee, upon Licensor's prior written notice, shall cease all sales
         and distribution of the Products to the retail or E-tailer owner or
         controller of any such E-commerce Web Site.

3.       Distributors' E-commerce Web Sites: Licensee will ensure that its
         third-party distributors adhere to the terms and conditions of the
         E-commerce Guidelines attached to each such distributor's Distributor
         Contract. Licensee shall also ensure that its affiliated distributors
         adhere to the terms and conditions set forth in the Agreement and in
         these E-commerce Guidelines. In the event Licensor discovers any
         E-commerce Web Site, either owned or controlled by any affiliated or
         third-party distributor, which is in violation of any of the E-commerce
         Guidelines, Licensee shall, at Licensor's option, cease selling or
         distributing the Products to any such distributor.


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<PAGE>

                                  ATTACHMENT 1
                   ATTACHED TO AND MADE A PART OF EXHIBIT B TO
                          THE PRODUCT LICENSE AGREEMENT
                                     BETWEEN
                     PLAYBOY ENTERPRISES INTERNATIONAL, INC.
                                       AND
                               PLAY BEVERAGES, LLC
                          DATED AS OF NOVEMBER 1, 2006

                             STANDARDS AND PRACTICES
                             -----------------------

The following may not be depicted (in actual or simulated form) or explicitly
described on any E-commerce Web Sites displaying the Playboy Properties or the
Products:

1.       Violence

         Violent behavior and links to sexuality or eroticism with violence,
         directly or indirectly.

2.       Rape

         Rape (including so-called "implicit" or "consenting" rape) is strictly
         forbidden.

3.       Incest

4.       Sadism and Masochism

5.       Bondage

6.       Bestiality

7.       Child Pornography

         No nude or seminude photos of anyone under 18 years old at the time
         such photos were taken. Even if a model visibly looks or is actually
         older than 18, no depictions of any model who is portrayed as younger
         than 18 in any sexual act. No explicit description of or explicit
         references to anyone under 18 years of age.

8.       Extreme Sexual Explicitness

         No penetration, erections, ejaculations or close-up shots or
         descriptions of oral sex.

9.       Graphic Close-ups of Genitals

         No close-ups or descriptions of genitals, particularly in the context
         of actual or simulated sexual activity.

10.      Actual Sexually Explicit Conduct

         No sexual intercourse (including genital-genital, oral-genital,
         anal-genital or oral-anal).

11.      Necrophilia

12.      Defecation

13.      Fisting

14.      Bukkake

15.      Any content or interactivity, the presentation of which would be
         obscene, illegal or actionable under applicable laws.


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                                  ATTACHMENT 2
                   ATTACHED TO AND MADE A PART OF EXHIBIT B TO
                          THE PRODUCT LICENSE AGREEMENT
                                     BETWEEN
                     PLAYBOY ENTERPRISES INTERNATIONAL, INC.
                                       AND
                               PLAY BEVERAGES, LLC
                          DATED AS OF NOVEMBER 1, 2006

                             EXAMPLE PRIVACY POLICY
                             ----------------------

This Privacy Policy (the "Policy") applies to Playboy Enterprises, Inc.'s and
Playboy.com, Inc.'s (collectively, "Playboy") family of websites (the "Sites").
These include playboy.com; cyber.playboy.com; store.playboy.com;
auctions.playboy.com; playboynet.playboy.com; racingusa.playboy.com;
sportsbook.playboy.com; casino.playboy.com; and any other sites at which this
Policy appears. It does not apply to other online or offline Playboy sites,
products or services.

This Policy explains what information we collect about you and what we do with
it. We reserve the right to modify this policy at any time, and we will post any
new policy here. By using or navigating any of the Sites, you acknowledge that
you have read, understand and agree to be bound by this Policy or any modified
Policy as posted. If you do not agree to these terms, please do not use or visit
any of our Sites.

What information do we collect?

We collect personal information that you provide to us such as your name, e-mail
address, street address and telephone number. We also collect credit card
information from you. We generally collect this personal information on our
registration and order forms when you sign up to receive products or services
from any of our Sites. We may also collect information from our online surveys
such as age, gender and income level. Finally, we collect IP addresses and
anonymous demographic information.

What do we do with the information we collect?

We use personal information and other demographic or profile information you
provide to us to fulfill your order or request; to provide you with information
about Playboy and some of our partners; and to contact you when necessary.

We use IP addresses and anonymous demographic information to tailor your
experiences at our Sites by showing content in which we think you will be
interested and displaying content according to your preferences. Anonymous
demographic information is shared with advertisers and market researchers on an
aggregate basis.

We use information collected to evaluate and improve our services. We may
develop and use, in our sole discretion, consumer research which may be based on
your use of our services.

Personal information collected on the Sites is stored and processed in the
United States and by using this site, you consent to any such transfer of
information outside of your country.

Do we share the information we collect with third parties?

In some cases, we will share information we collect (including personal
information or anonymous demographic information) with third party companies who
may offer products or services in which we believe you may be interested. We
also share this information with third parties with whom we partner to
co-promote and administer sweepstakes and contests on our Sites. You may elect
not to receive promotional e-mails from us or other companies we select by
choosing one of the unsubscribe options described below.


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<PAGE>

We may also share information we collect with third party service providers to
manage certain aspects of the services we provide, such as maintaining our
servers and processing or fulfilling orders for products and services you
purchase through the Sites.

We may also disclose your information in special cases if required to do so by
law, court order or other governmental authority or when we believe in good
faith that disclosing this information is otherwise necessary or advisable,
including, for instance, to identify, contact, or bring legal action against
someone who may be causing injury to or interfering with the rights or property
of Playboy, another user or anyone else that could be harmed by such activities.

Is the information submitted in public forums confidential?

No. The Sites may offer chat rooms, forums, message boards and/or news groups to
our users. Please remember that any information disclosed in these areas becomes
public information. Accordingly, you should exercise caution when deciding to
disclose your personal information and you do so at your own risk.

Do we use cookies?

Yes. Cookies are pieces of information generated by web servers and stored in
your computer for future access. The Sites use cookie technology to enhance your
online experience by making it easier for you to navigate through our Sites or
make a feature work better. Generally, cookies can be disabled. However, you
must accept cookies in order to navigate the Sites; register for our membership
Sites and order products from our online stores.

Do we use web beacons?

Yes. Some of our Sites may contain electronic images known as "web beacons" or
single-pixel gifs that allow us to count visitors to our Sites and deliver
co-branded services. Web beacons collect limited information including cookie
number, time and date of a page view and a description of the page on which the
web beacon resides.

Are the Sites secure?

We are committed to maintaining the security of your information and have
measures in place to protect against the loss, misuse and alteration of the
information under our control. All credit transactions occur in a secure area of
the Site using Secure Sockets Layer ("SSL") software to process orders. SSL
encrypts the information you input on the Sites. In addition, all information is
stored in a secure location behind a firewall with limited administrative
access.

Does this Policy apply to linked sites other than the Sites?

No. The Sites contain links to other Internet sites, resources and sources of
Playboy. By clicking on an ad banner or other link, you will be redirected off
the Sites and to third party websites. Playboy is not responsible for the
privacy policies of such sites. You should make sure that you read and
understand the privacy policies of these sites and direct any concerns regarding
external links to the site administrator or webmaster of that third party
website.

How do I unsubscribe?

All e-mails you receive from us will include specific instructions on how to
unsubscribe and you may unsubscribe at any time. Additionally, we give you the
following options for removing your information from our database:

         (1)  send an email to admin@playboy.com;

         (2)  select the opt-out link at the bottom of any Playboy email and
              follow the instructions provided;


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<PAGE>

         (3)  send mail to the following address: Customer Service, Playboy.com,
              Inc., 680 North Lake Shore Drive, Chicago, IL 60611.

Can I update/correct my information?

Yes. You may correct or update your personal information by sending us an email
at pb@playboy.com.








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<PAGE>

                                  ATTACHMENT 3
                   ATTACHED TO AND MADE A PART OF EXHIBIT B TO
                          THE PRODUCT LICENSE AGREEMENT
                                     BETWEEN
                     PLAYBOY ENTERPRISES INTERNATIONAL, INC.
                                       AND
                               PLAY BEVERAGES, LLC
                          DATED AS OF NOVEMBER 1, 2006

          UNACCEPTABLE ADVERTISEMENT CATEGORIES ON E-COMMERCE WEB SITES
          -------------------------------------------------------------

SEXUAL AIDS & DEVICES (TAKEN ON A CASE-BY-CASE BASIS)
Dildos
Vibrators - if implied use is sexual
Creams and ointments - that increase pleasure or claim to extend tumescence,
etc.

EXPLICIT SEXUAL MATERIAL
X-Rated videos
X-Rated audio cassettes
Sexually oriented telephone services
Explicit sex books
Suggestive T-shirts
X-Rated clothes (i.e., candypants)
Adult entertainment nightclubs and cabarets

MEDICAL
Growing new hair (including transplants) (TAKEN ON CASE-BY-CASE BASIS) Hypnotism
(i.e., stop smoking, lose weight) Breast/Penis enlargement
Super vitamins with unsubstantiated claims
Condoms - if copy is suggestive
Aphrodisiacs
Inhalants (i.e., amylnitrate)
Weight reducers
Hemorrhoid remedies

SELF-IMPROVEMENT/BEATING THE ODDS
Betting services
Books on cheating (cards, IRS, etc.)
Lotteries
Home study courses

DRUG PARAPHERNALIA
All items including rolling papers

WEAPONS
Hand guns
Switchblade knives

SUGGESTIVE NAMES
No drug related product names unless the description of the product's use is
clear.

COMPARISON ADVERTISING
Aggressive competitive ads that might create a problem with other advertisers.
Aggressively competitive claims which are not substantiated.

MISCELLANEOUS
No PLAYBOY name or logo without permission
No Nazi or anti-Semetical paraphernalia
No ads for competitive publications such as XXXXXXXXXXXXXXX
All mail-order must include a money-back guarantee


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                                    EXHIBIT C
                       ATTACHED HERETO AND MADE A PART OF
                      THE PRODUCT LICENSE AGREEMENT BETWEEN
                     PLAYBOY ENTERPRISES INTERNATIONAL, INC.
                                       AND
                               PLAY BEVERAGES, LLC
                          DATED AS OF NOVEMBER 1, 2006

                       TO BE PUT ON GUARANTOR'S LETTERHEAD
                    NO REVISIONS MAY BE MADE TO THIS LETTER.




                                     [DATE]



Playboy Enterprises International, Inc.
680 North Lake Shore Drive
Chicago, IL  60611

         SUBJECT: GUARANTEE

Dear Sirs:

         In order to induce you to continue with the Product License Agreement
dated as of November 1, 2006 (the "Agreement") with Play Beverages, LLC ("Play
Bev"), a ___________________ company of ___________________
("_________"),_________ hereby guarantees without any limitation of any kind,
the performance by Play Bev of all the terms and conditions of the Agreement,
and, therefore undertakes to be responsible to you, jointly and severally with
Play Bev for all liabilities of Play Bev arising out of its obligations under or
in connection with said Agreement or by reason of any breach thereof.

         This Guarantee shall remain in force and may be called upon by you
without requiring you to commence any proceedings of any nature against Play Bev
pursuant to the terms of the Agreement.

                                              Very truly yours,





                                              By:
                                                       -------------------------

                                              Title:
                                                       -------------------------

                                              Date:
                                                       -------------------------


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                                    EXHIBIT D
                       ATTACHED HERETO AND MADE A PART OF
                      THE PRODUCT LICENSE AGREEMENT BETWEEN
                     PLAYBOY ENTERPRISES INTERNATIONAL, INC.
                                       AND
                               PLAY BEVERAGES, LLC
                          DATED AS OF NOVEMBER 1, 2006

                         SUPPLIER/SUBCONTRACTOR CONTRACT
                         -------------------------------

1.       By execution of this Supplier/Subcontractor Contract ("Contract"),
         ____________ ("Supplier") agrees and acknowledges that: (i) all images
         and/or trademarks including, but not limited to PLAYBOY, (the "Playboy
         Properties") applied at the request of Play Beverages, LLC
         ("Purchaser") to merchandise covered by this Contract are properties of
         Playboy Enterprises International, Inc. ("Playboy"), and when used upon
         merchandise means that such merchandise is sponsored, approved,
         recommended or sold by Playboy or its licensees; (ii) Supplier will not
         sell, ship or otherwise dispose of any such merchandise except upon the
         order of Purchaser or Playboy; (iii) Supplier will never make, cause
         others to make or assist others in making, any claim whatsoever to any
         or all of the Playboy Properties or any trademark, image, designation,
         name, phrase, design or symbol similar thereto in connection with the
         manufacture, advertising, promotion, sale or distribution of
         merchandise; and (iv) Supplier will defend, indemnify and hold harmless
         Purchaser and Playboy and the distributors and dealers and the officers
         and employees of each of the foregoing against all liability whatsoever
         which may be incurred by them or any of them as a result of any alleged
         defects in material or workmanship in the merchandise covered by this
         Contract.

2.       Supplier agrees that no production or manufacture of any merchandise
         covered by this Contract will commence until this Contract has been
         signed, dated and returned by Supplier to Purchaser. Supplier further
         agrees that it will not produce, cause to be produced or assist in the
         production of more units than are specified by Purchaser nor will
         Supplier produce, cause to be produced or assist in the production of
         any product or item not specifically requested by Purchaser using any
         or all of the Playboy Properties or any trademarks, images,
         designations, names, phrases, designs or symbols similar to any or all
         of the Playboy Properties during or at any time after the completion of
         merchandise requested by this Contract.

3.       Supplier will, upon request from Purchaser or Playboy, deliver to
         Purchaser or will destroy in the presence of Purchaser or its
         representative(s), all molds, designs or any other elements used in
         reproducing any or all of the Playboy Properties.

4.       Playboy is an intended third-party beneficiary of this Contract.

5.       This Contract, when attached to a purchase order, shall consist of the
         entire agreement between the parties and shall supersede any
         conflicting or contrary terms and conditions of any purchase order or
         other order form whether supplied by Purchaser or Supplier.

6.       This Contract may not be modified or terminated except in writing, and
         no claimed modification, termination or waiver shall be binding unless
         also signed by an authorized representative of Playboy.


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<PAGE>

7.       VIOLATION OF THIS AGREEMENT BY SUPPLIER MAY RESULT IN PROSECUTION FOR
         TRADEMARK INFRINGEMENT, UNFAIR COMPETITION AND OTHER CAUSES OF ACTION
         AND THE IMPOSITION OF FINES AND/OR CRIMINAL PENALTIES.

SUPPLIER                                                  PURCHASER


                                                   PLAY BEVERAGES, LLC
(Name of Company - Please Print)


By:                                            By:
              ------------------------                    ----------------------

Title:                                         Title:
              ------------------------                    ----------------------

Date:                                          Date:
              ------------------------                    ----------------------



SUPPLIER INFORMATION                           PLAYBOY


Name:                                          Name:      PLAYBOY ENTERPRISES
              ------------------------                    INTERNATIONAL, INC.


Address:                                       Address:   730 Fifth Avenue
              ------------------------

                                                          New York, NY  10019
              ------------------------

Contact:                                       Contact:   Sarah Haney
              ------------------------

Telephone:                                     Telephone: 212 261 5000
              ------------------------

Facsimile:                                     Facsimile: 212 957 2950
              ------------------------


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                                    EXHIBIT E
                       ATTACHED HERETO AND MADE A PART OF
                      THE PRODUCT LICENSE AGREEMENT BETWEEN
                     PLAYBOY ENTERPRISES INTERNATIONAL, INC.
                                       AND
                               PLAY BEVERAGES, LLC
                          DATED AS OF NOVEMBER 1, 2006

                              DISTRIBUTOR CONTRACT
                              --------------------

1.       By execution of this Distributor Contract ("Contract"), ___________
         ("Distributor") agrees and acknowledges that: (i) all trademarks and/or
         images including, but not limited to, PLAYBOY (the "Playboy
         Properties") used on _____________ (the "Products") distributed in
         __________ (the "Territory") at the request of Play Beverages, LLC
         ("Playboy's Licensee") are trademarks of Playboy Enterprises
         International, Inc. ("Playboy"), and when used upon the Products means
         that such Products are sponsored, approved, recommended or sold by
         Playboy or its licensees; (ii) Distributor will not sell, ship or
         otherwise dispose of any Products except upon the order and within the
         specifications and guidelines of Playboy's Licensee or Playboy; (iii)
         Distributor will never make, cause others to make or assist others in
         making, any claim whatsoever to any or all of the Trademarks or any
         trademark, designation, name, phrase, design or symbol similar thereto
         in connection with the manufacture, advertising, promotion, sale or
         distribution of merchandise; and (iv) Distributor will defend,
         indemnify and hold harmless Playboy's Licensee and Playboy and the
         distributors and dealers and the officers and employees of each of the
         foregoing against all liability whatsoever which may be incurred by
         them or any of them as a result of Distributor's distribution of the
         Products covered by this Contract. In no event may Distributor
         advertise, sell or distribute the Products outside of the Territory.

2.       Distributor agrees that no distribution of the Products covered by this
         Contract will commence until this Contract has been signed, dated and
         returned by Distributor to Playboy's Licensee. Distributor further
         agrees that it will not distribute, cause to be distributed or assist
         in the distribution of the Products outside the Territory or other than
         as specified by Playboy's Licensee nor will Distributor distribute,
         cause to be distributed or assist in the distribution of any product or
         item not specifically requested by Playboy's Licensee which bears any
         or all of the Playboy Properties or any trademarks, images,
         designations, names, phrases, designs or symbols similar to any or all
         of the Playboy Properties during or at any time after the distribution
         of the Products requested by this Contract. Within member states of the
         European Community (the "EU"), rights or obligations created or imposed
         by this Contract may not be exercised or enforced in a manner contrary
         to Community Law. Licensee may not solicit orders from outside the
         Territory nor engage in any commercial or promotional activities with
         respect to the Products outside the Territory, the right of any
         purchaser of the Products within the Territory to export the Products
         purchased to other member states of the EU staying unaffected.
         Limitation of the exercise of rights or the enforcement of obligations
         due to Community Law or the provisions of the foregoing subparagraphs
         shall not affect the validity or enforceability of any other rights and
         obligations under this Contract.

3.       Any advertisement, promotion, sale or distribution of the Products via
         an "E-Commerce Web Site" or the fulfillment of any orders for the
         Products placed via any "E-Commerce Web Site" shall be subject to the
         terms and conditions of the E-commerce Guidelines attached to this
         Contract as Attachment 1 and made a part hereof. In the event
         Distributor fails to adhere to any of the terms and conditions of the
         E-commerce Guidelines, Playboy's Licensee may immediately terminate
         this Contract upon written notice to Distributor. "E-Commerce Web Site"
         shall mean promoting, offering, providing or selling the Products using
         or via communications involving the TCP/IP Protocol or any TCP/IP
         Successor. "TCP/IP Protocol" (which stands for Transmission Control
         Protocol/Internet Protocol) shall mean the two-layered program that is
         the basic communication language or protocol of publicly accessible
         computer networks such as the Internet and private computer networks
         such as intranets and extranets. "TCP/IP Successors" shall mean
         programs, languages, protocols or other technical means that are being
         developed or that have yet to be developed which are intended to
         supplement, supersede or replace TCP/IP or its use for communications
         on computer networks.


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4.       Distributor will be responsible for ensuring all of its distributors
         (not retailers) for the Products adhere to and perform their duties in
         accordance with the terms and conditions of this Contract including
         adhering to the Territory restrictions.

5.       Distributor will maintain accurate records concerning the distribution
         of the Products and shall supply within ten (10) days of a request from
         Playboy or Playboy's Licensee a statement detailing Distributor's
         accounts for the Products. Upon request from Playboy's Licensee and/or
         Playboy, Playboy's Licensee and/or Playboy shall also have the right at
         all reasonable hours to conduct an examination of Distributor's books
         and records and shall have the right to make extracts therefrom in
         order to ensure Distributor's compliance with this Contract.

6.       Playboy is an intended third-party beneficiary of this Contract.

7.       This Contract, when attached to a distribution order, shall consist of
         the entire agreement between the parties and shall supersede any
         conflicting or contrary terms and conditions of any distribution order
         or other order form whether supplied by Distributor or Playboy's
         Licensee.

8.       This Contract may not be modified or terminated except in writing, and
         no claimed modification, termination or waiver shall be binding unless
         also signed by an authorized representative of Playboy.

9.       If Distributor violates any of the terms and conditions of this
         Contract, Playboy's Licensee and/or Playboy will have the right to
         immediately terminate this Contract upon written notice to Distributor.
         In such event, Distributor must provide Playboy's Licensee and/or
         Playboy within ten (10) days of the date of such notice of termination
         with a statement setting forth the number of Products on hand and a
         listing of all of Distributor's accounts for the Products.

10.      In the event the Product Licensee Agreement between Playboy and
         Playboy's Licensee dated as of November 1, 2006 (the "Agreement")
         expires or is terminated, this Distributor Contract shall immediately
         terminate upon the expiration or termination of the Agreement.

11.      Playboy shall have the right to terminate this Distributor Contract
         upon not less than ten (10) days prior written notice.

12.      VIOLATION OF THIS AGREEMENT BY DISTRIBUTOR MAY RESULT IN PROSECUTION
         FOR TRADEMARK INFRINGEMENT, UNFAIR COMPETITION AND OTHER CAUSES OF
         ACTION AND THE IMPOSITION OF FINES AND/OR CRIMINAL PENALTIES.

DISTRIBUTOR                                 PLAYBOY'S LICENSEE


                                            PLAY BEVERAGES, LLC
(Name of Company - Please Print)


By:                                         By:
              --------------------------                  ----------------------

Title:                                      Title:
              --------------------------                  ----------------------

Date:                                       Date:
              --------------------------                  ----------------------



DISTRIBUTOR INFORMATION                     PLAYBOY


Name:                                       Name:         PLAYBOY ENTERPRISES
              --------------------------
                                                           INTERNATIONAL, INC.

Address:                                    Address:      730 Fifth Avenue
              --------------------------

                                                          New York, NY  10019
              --------------------------

Contact:                                    Contact:      Sarah Haney
              --------------------------

Telephone:                                  Telephone:    212 261 5000
              --------------------------

Facsimile:                                  Facsimile:    212 957 2950
              --------------------------


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                                  ATTACHMENT 1
                         ATTACHED TO AND MADE A PART OF
                        THE DISTRIBUTOR CONTRACT BETWEEN
                               PLAY BEVERAGES, LLC
                                       AND
                          -----------------------------
                          DATED AS OF ________________

                              E-COMMERCE GUIDELINES
                              ---------------------

1.       Distributor's E-commerce Web Site: Distributor may advertise and offer
         the availability of the Products on its own E-commerce Web Site and may
         accept orders for the Products placed through its own E-commerce Web
         Site subject to the following provisions:

         a.   Distributor's E-commerce Web Site must, in conjunction with a link
              to www.playboystore.com (or any other url as Playboy's Licensee
              may direct from time to time), inform visitors to such E-commerce
              Web Site that the Products and other fine Playboy-branded Products
              are available for sale through such link.

         b.   Distributor may not advertise or promote the availability of the
              Products on its own E-commerce Web Site, or accept orders for the
              Products through its own E-commerce Web Site, if Playboy-branded
              products [including, but not limited to, the Products, other
              Playboy-branded items not in the Product category, video media and
              Spice branded products] constitute twenty percent (20%) or more of
              any such E-commerce Web Site's total product offerings. For
              purposes of clarification, such Playboy-branded products (i) may
              not be the only branded products advertised, promoted and sold on
              and through such E-commerce Web Site; and (ii) must not constitute
              twenty percent (20%) or more of all products advertised, promoted
              or sold on such E-commerce Web Site.

         c.   Distributor may not use any of the Trademarks, or portions
              thereof, in connection with the domain name, html title, meta tags
              or other hidden html text for its E-commerce Web Site.

         d.   Distributor will ensure that its E-commerce Web Site continuously
              displays a banner in the form and content acceptable to Playboy
              informing all visitors to such E-commerce Web Site that no orders
              for the Products will be accepted and no Products will be shipped
              outside the Territory.

         e.   Distributor will ensure that its E-commerce Web Site continuously
              displays the trademark or copyright notices as directed by
              Playboy's Licensee in connection with the display, advertisement
              and offer of the Products.

         f.   None of the Playboy Properties used in conjunction with the
              advertisement and offer of the Products on Distributor's
              E-commerce Web Site may be changed, manipulated or modified in
              appearance. Distributor may not use the Playboy Properties to
              advertise, promote or sell non-Playboy branded products or
              services.

         g.   All aspects of the display of the Playboy Properties and Products
              on Distributor's E-commerce Web Site will be subject to the prior
              and ongoing approval of Playboy, including design, layout,
              content, advertising and links. Distributor must obtain Playboy's
              approval prior to any change in already approved design, layout,
              content advertising or links of Distributor's E-commerce Web Site.

         h.   Notwithstanding anything hereof to the contrary, Playboy's
              Licensee shall have the right to immediately withdraw the
              permission set forth in this Attachment 1 and the Distributor
              Contract upon receipt of the written notice Playboy's Licensee if
              Playboy deems, in its sole discretion, that any aspect of
              Distributor's E-commerce Web Site, including, but not limited to,
              content, advertising, links or html code, violates the Standards
              and Practices, which Playboy may amend from time to time, set
              forth on Attachment 1.A. attached hereto and made a part hereof.
              In the event of such withdrawal, Distributor must immediately
              remove all of the Playboy Properties and the Products from
              Distributor's E-commerce Web Site.


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         i.   Distributor shall include its own Privacy Policy on Distributor's
              E-commerce Web Site consistent with the terms and conditions of
              Playboy.com, Inc.'s privacy policy which is attached hereto by way
              of example as Attachment 1.B.

         j.   None of the advertisements contained on Distributor's E-commerce
              Web Site shall include those categories set forth on Attachment
              1.C. attached hereto and made a part hereof unless approved in
              advance in writing by Playboy.

2.       E-tailers' and Retailers' E-commerce Web Sites: Distributor may sell
         and distribute the Products to E-tailers and retailers which may sell
         and distribute the Products via such E-tailers' or retailers'
         E-commerce Web Sites provided that:

         a.   Distributor will not sell or distribute the Products to any
              E-tailer or retailer who will advertise, promote and offer
              Playboy-branded products on an E-commerce Web Site if
              Playboy-branded products [including, but not limited to, the
              Products, other Playboy-branded items not in the Product category,
              video media and Spice branded products] constitute twenty percent
              (20%) or more of any such E-commerce Web Site's total product
              offerings. For purposes of clarification, such Playboy-branded
              products (i) may not be the only branded products advertised,
              promoted and sold on and through any such E-commerce Web Site; and
              (ii) must not constitute twenty percent (20%) or more of all
              products advertised, promoted or sold on and through any such
              E-commerce Web Site.

         b.   Distributor will use commercially reasonable efforts to ensure
              that such E-tailers and retailers follow the guidelines set forth
              in these E-commerce Guidelines for the advertisement, promotion
              and offer of the Products via any E-commerce Web Site; and

         c.   Unless authorized by Playboy in writing, Distributor will not sell
              or distribute the Products to an E-tailer or retailer: (i) who is
              identified with or by the names of any adult male
              lifestyle/entertainment publications which are, in Playboy's
              opinion, competitive with PLAYBOY Magazine; (ii) who will
              advertise, promote or offer the Products on an E-commerce Web Site
              that is identified with or by the names of any adult male
              lifestyle/entertainment publications which are, in Playboy's
              opinion competitive with PLAYBOY Magazine; or (iii) who will
              advertise, promote, or offer the Products for sale on an
              E-commerce Web Site in conjunction with any products or services
              identified with or by the names of any adult male
              lifestyle/entertainment publications which are, in Playboy's
              opinion, competitive with PLAYBOY Magazine.

         In the event Playboy or Playboy's Licensee discovers any E-commerce Web
         Site which is in violation of any of the guidelines set forth above,
         Distributor, upon the prior written notice of Playboy's Licensee, shall
         cease all sales and distribution of the Products to the retail or
         E-tailer owner or controller of any such E-commerce Web Site.


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                                 ATTACHMENT 1.A.
                 ATTACHED TO AND MADE A PART OF ATTACHMENT 1 TO
                            THE DISTRIBUTOR CONTRACT
                                     BETWEEN
                               PLAY BEVERAGES, LLC
                                       AND
                          -----------------------------
                          DATED AS OF ________________

                             STANDARDS AND PRACTICES
                             -----------------------

The following may not be depicted (in actual or simulated form) or explicitly
described on any E-commerce Web Sites displaying the Playboy Properties or the
Products:

1.       Violence

         Violent behavior and links to sexuality or eroticism with violence,
         directly or indirectly.

2.       Rape

         Rape (including so-called "implicit" or "consenting" rape) is strictly
         forbidden.

3.       Incest

4.       Sadism and Masochism

5.       Bondage

6.       Bestiality

7.       Child Pornography

         No nude or seminude photos of anyone under 18 years old at the time
         such photos were taken. Even if a model visibly looks or is actually
         older than 18, no depictions of any model who is portrayed as younger
         than 18 in any sexual act. No explicit description of or explicit
         references to anyone under 18 years of age.

8.       Extreme Sexual Explicitness

         No penetration, erections, ejaculations or close-up shots or
         descriptions of oral sex.

9.       Graphic Close-ups of Genitals

         No close-ups or descriptions of genitals, particularly in the context
         of actual or simulated sexual activity.

10.      Actual Sexually Explicit Conduct

         No sexual intercourse (including genital-genital, oral-genital,
         anal-genital or oral-anal).

11.      Necrophilia

12.      Defecation

13.      Fisting

14.      Bukkake

15.      Any content or interactivity, the presentation of which would be
         obscene, illegal or actionable under applicable laws.


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                                 ATTACHMENT 1.B.
                 ATTACHED TO AND MADE A PART OF ATTACHMENT 1 TO
                            THE DISTRIBUTOR CONTRACT
                                     BETWEEN
                               PLAY BEVERAGES, LLC
                                       AND
                          -----------------------------
                          DATED AS OF ________________

                             EXAMPLE PRIVACY POLICY
                             ----------------------

This Privacy Policy (the "Policy") applies to Playboy Enterprises, Inc.'s and
Playboy.com, Inc.'s (collectively, "Playboy") family of websites (the "Sites").
These include playboy.com; cyber.playboy.com; store.playboy.com;
auctions.playboy.com; playboynet.playboy.com; racingusa.playboy.com;
sportsbook.playboy.com; casino.playboy.com; and any other sites at which this
Policy appears. It does not apply to other online or offline Playboy sites,
products or services.

This Policy explains what information we collect about you and what we do with
it. We reserve the right to modify this policy at any time, and we will post any
new policy here. By using or navigating any of the Sites, you acknowledge that
you have read, understand and agree to be bound by this Policy or any modified
Policy as posted. If you do not agree to these terms, please do not use or visit
any of our Sites.

What information do we collect?

We collect personal information that you provide to us such as your name, e-mail
address, street address and telephone number. We also collect credit card
information from you. We generally collect this personal information on our
registration and order forms when you sign up to receive products or services
from any of our Sites. We may also collect information from our online surveys
such as age, gender and income level. Finally, we collect IP addresses and
anonymous demographic information.

What do we do with the information we collect?

We use personal information and other demographic or profile information you
provide to us to fulfill your order or request; to provide you with information
about Playboy and some of our partners; and to contact you when necessary.

We use IP addresses and anonymous demographic information to tailor your
experiences at our Sites by showing content in which we think you will be
interested and displaying content according to your preferences. Anonymous
demographic information is shared with advertisers and market researchers on an
aggregate basis.

We use information collected to evaluate and improve our services. We may
develop and use, in our sole discretion, consumer research which may be based on
your use of our services.

Personal  information  collected  on the Sites is stored  and  processed  in the
United  States and by using  this site,  you  consent  to any such  transfer  of
information outside of your country.

Do we share the information we collect with third parties?

In some cases, we will share information we collect (including personal
information or anonymous demographic information) with third party companies who
may offer products or services in which we believe you may be interested. We
also share this information with third parties with whom we partner to
co-promote and administer sweepstakes and contests on our Sites. You may elect
not to receive promotional e-mails from us or other companies we select by
choosing one of the unsubscribe options described below.


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<PAGE>

We may also share information we collect with third party service providers to
manage certain aspects of the services we provide, such as maintaining our
servers and processing or fulfilling orders for products and services you
purchase through the Sites.

We may also disclose your information in special cases if required to do so by
law, court order or other governmental authority or when we believe in good
faith that disclosing this information is otherwise necessary or advisable,
including, for instance, to identify, contact, or bring legal action against
someone who may be causing injury to or interfering with the rights or property
of Playboy, another user or anyone else that could be harmed by such activities.

Is the information submitted in public forums confidential?

No. The Sites may offer chat rooms, forums, message boards and/or news groups to
our users. Please remember that any information disclosed in these areas becomes
public information. Accordingly, you should exercise caution when deciding to
disclose your personal information and you do so at your own risk.

Do we use cookies?

Yes. Cookies are pieces of information generated by web servers and stored in
your computer for future access. The Sites use cookie technology to enhance your
online experience by making it easier for you to navigate through our Sites or
make a feature work better. Generally, cookies can be disabled. However, you
must accept cookies in order to navigate the Sites; register for our membership
Sites and order products from our online stores.

Do we use web beacons?

Yes. Some of our Sites may contain electronic images known as "web beacons" or
single-pixel gifs that allow us to count visitors to our Sites and deliver
co-branded services. Web beacons collect limited information including cookie
number, time and date of a page view and a description of the page on which the
web beacon resides.

Are the Sites secure?

We are committed to maintaining the security of your information and have
measures in place to protect against the loss, misuse and alteration of the
information under our control. All credit transactions occur in a secure area of
the Site using Secure Sockets Layer ("SSL") software to process orders. SSL
encrypts the information you input on the Sites. In addition, all information is
stored in a secure location behind a firewall with limited administrative
access.

Does this Policy apply to linked sites other than the Sites?

No. The Sites contain links to other Internet sites, resources and sources of
Playboy. By clicking on an ad banner or other link, you will be redirected off
the Sites and to third party websites. Playboy is not responsible for the
privacy policies of such sites. You should make sure that you read and
understand the privacy policies of these sites and direct any concerns regarding
external links to the site administrator or webmaster of that third party
website.

How do I unsubscribe?

All e-mails you receive from us will  include  specific  instructions  on how to
unsubscribe and you may unsubscribe at any time.  Additionally,  we give you the
following options for removing your information from our database:

         (1)  send an email to admin@playboy.com;

         (2)  select the opt-out link at the bottom of any Playboy email and
              follow the instructions provided;


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         (3)  send mail to the following address: Customer Service, Playboy.com,
              Inc., 680 North Lake Shore Drive, Chicago, IL 60611.

Can I update/correct my information?

Yes. You may correct or update your personal information by sending us an email
at pb@playboy.com.





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                                 ATTACHMENT 1.C.
                 ATTACHED TO AND MADE A PART OF ATTACHMENT 1 TO
                            THE DISTRIBUTOR CONTRACT
                                     BETWEEN
                               PLAY BEVERAGES, LLC
                                       AND
                          -----------------------------
                          DATED AS OF ________________

          UNACCEPTABLE ADVERTISEMENT CATEGORIES ON E-COMMERCE WEB SITES
          -------------------------------------------------------------

SEXUAL AIDS & DEVICES  (TAKEN ON A  CASE-BY-CASE  BASIS)
Dildos
Vibrators - if implied use is sexual
Creams and ointments - that increase pleasure or claim to extend tumescence,
etc.

EXPLICIT SEXUAL MATERIAL
X-Rated videos
X-Rated audio cassettes
Sexually oriented telephone services
Explicit sex books
Suggestive T-shirts
X-Rated clothes (i.e., candypants)
Adult entertainment nightclubs and cabarets

MEDICAL
Growing new hair (including transplants) (TAKEN ON CASE-BY-CASE BASIS)
Hypnotism (i.e., stop smoking,  lose weight)
Breast/Penis enlargement
Super vitamins with unsubstantiated claims
Condoms - if copy is suggestive
Aphrodisiacs
Inhalants (i.e., amylnitrate)
Weight reducers
Hemorrhoid remedies

SELF-IMPROVEMENT/BEATING THE ODDS
Betting services
Books on cheating (cards, IRS, etc.)
Lotteries
Home study courses

DRUG PARAPHERNALIA
All items including rolling papers

WEAPONS
Hand guns
Switchblade knives

SUGGESTIVE NAMES
No drug related product names unless the description of the product's use is
clear.

COMPARISON ADVERTISING
Aggressive  competitive ads that might create a problem with other advertisers.
Aggressively competitive claims which are not substantiated.

MISCELLANEOUS
No PLAYBOY name or logo without permission
No Nazi or anti-Semetical paraphernalia
No ads for competitive  publications such as XXXXXXXXXXXXXX
All mail-order must include a money-back guarantee


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                                    EXHIBIT F
                       ATTACHED HERETO AND MADE A PART OF
                      THE PRODUCT LICENSE AGREEMENT BETWEEN
                     PLAYBOY ENTERPRISES INTERNATIONAL, INC.
                                       AND
                               PLAY BEVERAGES, LLC
                          DATED AS OF NOVEMBER 1, 2006

                              PROPRIETARY MATERIAL
                              --------------------



Item                                                          Quantity
1.
2.
3.



Received by:                                                  Sent by:

PLAY BEVERAGES, LLC                            PLAYBOY ENTERPRISES
                                                INTERNATIONAL, INC.



By:                                            By:
         ----------------------------                   ------------------------

Title:                                         Title:
         ----------------------------                   ------------------------

Date:                                          Date:
         ----------------------------                   ------------------------


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                                    EXHIBIT G
                       ATTACHED HERETO AND MADE A PART OF
                      THE PRODUCT LICENSE AGREEMENT BETWEEN
                     PLAYBOY ENTERPRISES INTERNATIONAL, INC.
                                       AND
                               PLAY BEVERAGES, LLC
                          DATED AS OF NOVEMBER 1, 2006

                         ADDITIONAL TERMS AND CONDITIONS
                         -------------------------------




1.       XXXXXXXXXXX

2.       XXXXXXXXXXX







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