Exhibit 10.2.5

                          JOINDER TO SECURITY AGREEMENT

            Reference  is made to  that  certain  Amended  and  Restated  Credit
Agreement among PEI Holdings,  Inc., a Delaware  corporation  ("Borrower"),  the
various financial  institutions as are, or may from time to time become, parties
thereto  ("Lenders"),  and  Bank of  America,  N.A.,  as agent  for the  Lenders
("Agent"),  dated as of April 1, 2005 (as such  document is  amended,  restated,
modified or supplemented from time to time, the "Credit Agreement").

            In order to induce  Agent and the other  Lenders to continue to make
advances to Borrower under the Credit  Agreement and in accordance  with Section
6.10  of the  Credit  Agreement,  each of the  undersigned  Companies  (each,  a
"Company"),  each a newly formed direct or indirect  subsidiary or  Wholly-Owned
Restricted   Subsidiary  (as  defined  in  the  Credit   Agreement)  of  Playboy
Enterprises, Inc., a Delaware corporation ("Playboy"), hereby agrees to become a
party  to that  certain  Security  Agreement,  dated as of  March  11,  2003 (as
amended,  restated,  modified or  supplemented  from time to time, the "Security
Agreement";  capitalized  terms not  otherwise  defined  herein  shall  have the
meanings stated in the Security  Agreement),  among Playboy,  certain direct and
indirect  subsidiaries  of Borrower  and Agent,  by  executing  this  Joinder to
Security  Agreement,  and further  agrees that, in accordance  with the Security
Agreement  on and after the date set forth  below,  such  Company  is a "Debtor"
thereunder  and shall be bound by all the terms and  provisions  of the Security
Agreement.

            Each Company hereby agrees that it makes each of the representations
and  warranties  set forth in the  Security  Agreement  as of the date set forth
below.   For  purposes  of  determining  any  Company's   compliance  with  such
representations  and  warranties  pursuant  to  this  paragraph,  references  to
schedules shall be deemed to include the disclosures made on the correspondingly
numbered schedules attached hereto.

            Each  Company  hereby  agrees  that the  Schedules  to the  Security
Agreement  are each  hereby  supplemented  as set  forth on the  correspondingly
numbered schedules attached hereto.

            To secure the payment and  performance of the  Obligations  and each
Debtor's  obligations  under this  Joinder to Security  Agreement,  the Security
Agreement and the  Guaranty,  each Company  hereby grants to Agent,  for Agent's
benefit  and the benefit of Lenders,  and for the benefit of each  Affiliate  of
Agent and each  Lender,  a lien on,  security  interest  in and right of set-off
against  any and all  right,  title  and  interest  in and to any and all of its
property and  interests in property,  whether now owned or existing or hereafter
created,  acquired or arising,  including  all of the following  properties  and
interests in  properties,  whether now owned or hereafter  created,  acquired or
arising (all being collectively referred to herein as the "Collateral"):

            (i) Accounts;

            (ii) Chattel Paper;

            (iii) Commercial Tort Claims specifically identified on Schedule III
hereto;

            (iv)  Deposit  Accounts,  all  cash,  and other  property  deposited
therein or  otherwise  credited  thereto  from time to time and other monies and
property  in the  possession

<PAGE>

or under the  control of Agent or any Lender or any  affiliate,  representative,
agent or correspondent of Agent or any Lender;

            (v) Documents;

            (vi) General  Intangibles,  including without limitation any and all
Intellectual Property;

            (vii) Goods, including without limitation any and all Inventory, any
and all Equipment and any and all Fixtures;

            (viii) Instruments;

            (ix) Investment Property;

            (x) Letter-of-Credit Rights;

            (xi) Supporting Obligations;

            (xii) Any and all other personal  property and interests in property
whether or not subject to the UCC;

            (xiii) Any and all books and  records,  in whatever  form or medium,
that  at  any  time  evidence  or  contain  information  relating  to any of the
foregoing  properties or interests in  properties or are otherwise  necessary in
the collection thereof or realization thereon;

            (xiv)  All  Accessions  and  additions  to,  and  substitutions  and
replacements of, any and all of the foregoing; and

            (xv) All Proceeds and products of the foregoing,  including  without
limitation all insurance pertaining to the foregoing and proceeds thereof.

Notwithstanding the foregoing, "Collateral" shall not include (i) any stock in a
Controlled Foreign  Corporation  (within the meaning of Section 957 of the Code)
in excess of 65% of such stock or in excess of 65% of the total combined  voting
power  of all  classes  of such  entity  entitled  to  vote,  (ii)  any  General
Intangibles or other rights arising under any contracts,  instruments,  licenses
or other  documents to the extent that the grant of a Lien or security  interest
therein  would (A) result in a breach of the terms of, or  constitute  a default
under, such contract,  instrument,  license,  agreement or other document (other
than to the extent that any such term would be rendered  ineffective pursuant to
Section 9-406,  9-407 or 9-408 of the Uniform  Commercial  Code or any successor
provision of the Uniform  Commercial Code of any relevant  jurisdiction or other
applicable  law) or (B)  give any  other  party  to such  contract,  instrument,
license or other  document the right to  terminate  its  obligations  thereunder
pursuant to a valid and enforceable  provision  (including without limitation in
connection  with the operation of Section  9-406,  9-407 or 9-408 of the Uniform
Commercial  Code or any  other  applicable  law),  (iii) any  personal  property
(including  motor  vehicles)  in  respect of which  perfection  of a Lien is not
either (A)  governed  by the  Uniform  Commercial  Code or (B)  accomplished  by
appropriate  evidence of the lien being recorded in the U.S. Copyright Office or
the U.S. Patent and Trademark Office, or (iv) any property subject to any Pledge
Agreement.


                                      -2-
<PAGE>

            Each Company hereby  authorizes  Agent to file one or more financing
or  continuation  statements,  and  amendments  thereto  (or  similar  documents
required  by any laws of any  applicable  jurisdiction),  relating to all or any
part of the Collateral without the signature of such Company (to the extent such
signature  is required  under the laws of any  applicable  jurisdiction),  which
financing  statements  may  describe  the  Collateral  as "all  assets"  or "all
personal property" or words of like import.

                        [Signatures follow on next page.]


                                      -3-
<PAGE>

            In all other respects, the Security Agreement shall remain unchanged
and in full force and effect in accordance with its original terms.

Dated:  May 15, 2006

                                        COMPANIES
                                        ---------

                                        PLAYBOY.COM, INC.,
                                        a Delaware corporation

                                        By Robert Campbell
                                        Its Treasurer


                                        PLAYBOY.COM INTERNET GAMING, INC.,
                                        a Delaware corporation

                                        By Robert Campbell
                                        Its Treasurer


                                        PLAYBOY.COM RACING, INC.,
                                        a Delaware corporation

                                        By Robert Campbell
                                        Its Treasurer


                                        SPICETV.COM, INC.,
                                        a Delaware corporation

                                        By Robert Campbell
                                        Its Treasurer


                                        CJI HOLDINGS, INC.,
                                        a Delaware corporation

                                        By Robert Campbell
                                        Its Treasurer

ACCEPTED:

BANK OF AMERICA, N.A.,
  as Agent


By  David A. Johanson
Its  Vice President


                                      -4-
<PAGE>

                                   SCHEDULE I

                           Organizational Information

<PAGE>

                                   SCHEDULE II

                              Collateral Locations

<PAGE>

                                  SCHEDULE III

                             Commercial Tort Claims

<PAGE>

                                   SCHEDULE IV

                             Collateral Disclosures

<PAGE>

                                   SCHEDULE V

                          Intellectual Property Claims

<PAGE>

                                   SCHEDULE VI

                               Investment Property