Unassociated Document


    

    Exhibit
10.2

    


    THIRD
AMENDMENT TO THE CONTENT LICENSE, MARKETING AND SALES AGREEMENT

    


    This Third Amendment (the “Amendment”)
effective as of this [26] day of May,
2009, by and between Playboy.com, Inc., a Delaware corporation, with offices at
680 N. Lake Shore Drive, Chicago, IL 60611 (“Playboy.com”) and eFashion
Solutions, LLC, a New Jersey limited liability company having its principal
place of business at 80 Enterprise Avenue South, Secaucus, NJ 07094 (“EFS”)
hereby amends the Content License, Marketing and Sales Agreement entered into by
the parties on January 15, 2008, as previously amended by the First Amendment
dated October 3, 2008 (collectively the “Agreement”). All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Agreement. This Amendment is hereby incorporated into the Agreement by
reference.

    


    In consideration of the mutual promises
and covenants contained herein and for good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, Playboy.com and EFS
hereby agree as follows:

    


    1.         
   Promotion of
the Sites. Pursuant to Section 4.5 of the Agreement, EFS shall promote
the www.playboyvideo.com
and www.playboyvod.com
websites (the “Sites”) on the Websites. Playboy.com shall provide EFS with all
promotional materials and formats for such promotion including, without
limitation, the form of all banner advertisements (the “Promotional Materials”).
The Promotional Materials may not be altered in any way without Playboy.com’s
prior written approval.

    


    2.        
    Commission and
Payments.

    


    2.1           Subscription
Commissions.  EFS shall be entitled to commissions as follows
(“Subscription Commissions”):

    


    2.1.1           Commission for
www.playboyvideo.com.  EFS
shall be entitled to receive from Playboy.com a fee equal to fifty percent (50%)
of all Subscription (defined below) to www.playboyvideo.com
which Originate (defined below) from the Websites.

    


    2.1.2      
    Commission for
www.playboyvod.com.
EFS shall be entitled to receive from Playboy.com a fee equal to fifty percent
(50%) of the affiliate fees Playboy.com receives from Adult Entertainment
Broadcast Network (“AEBN”) for all Subscriptions to www.playboyvod.com
which Originate from the Websites.

    


    2.1.3           Exclusion of Subscription
Commissions.  Notwithstanding any provision of the Agreement,
the parties agree that the Subscription Commissions and the Subscriptions are
excluded from the definition of Net Merchandise Sales and that no Royalty is due
on same.

    


    2.2           Definition
of Subscriptions.  The term “Subscriptions” shall, with respect to the
sites set forth in Section 2.1 (“Sites”), refer to: (i) fees for time-based
subscriptions; (ii) rental fees; (iii) download fees; and (iv) any other fees
relating to the viewing of the materials currently or hereinafter made available
on such sites.  The term “Originate” shall refer to any Subscription
which is purchased by a person who links directly to any of the Sites from any
of the Websites and purchases a Subscription on the Sites in the same
session.  For the avoidance of doubt, once a person has purchased a
Subscription


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    which
Originated from the Websites, EFS shall be entitled to the recurring revenue
from the Subscription purchased by such person during that session. However, EFS
shall not be entitled to any revenue derived from customers who have re-entered
the Sites, even if the customer previously followed a link from the
Websites.

    


    2.3           Tracking and Reporting of
Subscriptions.  Playboy.com shall be responsible for tracking
all Subscriptions purchased, and shall provide a monthly report to EFS providing
all information relating to all Subscriptions purchased on the Sites including,
but not necessarily limited to, type of Subscription, Subscription Fees paid,
and the amount of Subscription Commissions that are due (“Subscription
Report”).

    


    2.4           Payments. Payment of
the Subscription Commissions shall be made by Playboy.com to EFS on a monthly
basis, within forty-five (45) days of the end of each
month.  Playboy.com shall provide a Subscription Report with each
Subscription Commission payment. All payments shall be made by electronic
transfer of immediately available funds in United States Dollars through a bank
designated by EFS or by check.

    


    2.5           Audit
Right.  EFS shall have the same audit rights as Playboy.com, as
set forth in Section 6.11 of the Agreement.

    


    3.      
      Termination.

    


    This Amendment shall be coterminous
with the Agreement. In addition, either Party may terminate this Agreement at
any time for any reason upon thirty (30) days prior written notice without
terminating the Agreement as a whole.

    


    4.      
      No
replacement.  Except as expressly set forth herein, no
provision of this Amendment shall be interpreted to replace or delete any
provision of the Agreement. All provisions of the Agreement which are not
expressly replaced or deleted by this Amendment shall remain in full force and
effect and shall, where appropriate, apply to the terms of this Amendment. In
the event of a conflict between the Agreement and this Amendment with respect to
the promotion of the Playboy websites, this Amendment shall govern.

    


    5.       
     Counterparts. This Amendment
may be executed in any number of counterparts. Any counterpart may be executed
by facsimile. All counterparts shall collectively constitute one and the same
agreement.

    


    6.       
     Entire Agreement. The terms
and agreements contained in this Amendment and the Agreement (including the
exhibits and/or schedules attached hereto) constitute the entire agreement
between the parties relating to the subject matter hereunder and shall supersede
all previous communications between the parties with respect to the subject
matter hereunder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

    


    
      	
              PLAYBOY.COM,
      INC.

            	 
      	
              EFASHION
      SOLUTIONS, LLC

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              By:

            	 
      	 
      	
              By:

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Name:

            	 
      	 
      	
              Name:

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Title:

            	 
      	 
      	
              Title: