Exhibit 10.1.2

                           REAFFIRMATION OF GUARANTY

            Reference is made dated to that certain  Amended and Restated Credit
Agreement,  dated as of April 1, 2005 (as the same may be  amended,  modified or
supplemented  from time to time,  the "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 a Lender  and as agent  for the  Lenders  ("Agent").  Unless
otherwise defined herein,  capitalized terms used herein shall have the meanings
ascribed to such terms in the Credit Agreement.

            Each of the undersigned  hereby  acknowledges that it has executed a
Master Corporate Guaranty,  dated as of March 11, 2003 (the "Guaranty"),  of all
of the  obligations of Borrower to Agent and Lenders under the Credit  Agreement
and as more fully  described in the Guaranty.  Each of the  undersigned  further
acknowledges   that  such   Guaranty   was   reaffirmed   pursuant   to  certain
Reaffirmations  of Guaranty  dated April 1, 2005,  March 10, 2006, and April 27,
2006, respectively.

            Each of the undersigned  hereby (i) acknowledges and consents to the
execution,  delivery  and  performance  of the Fourth  Amendment  to Amended and
Restated  Credit  Agreement  (the  "Amendment")  of even date  herewith and (ii)
ratifies and affirms the Guaranty in all respects.

            Each of the  undersigned  further  agrees that each Loan Document to
which  it is a party  shall  remain  in full  force  and  effect  following  the
execution  and delivery of the  Amendment  and that all  references  in the Loan
Documents  to the  Credit  Agreement  shall be  deemed  to  refer to the  Credit
Agreement as amended or otherwise modified from and after the date hereof.

            This  Reaffirmation  of Guaranty  may be  executed  in one or more
counterparts,  each of which  shall  constitute  an original, but all of which
taken together shall be one and the same instrument.


                             *   *   *   *   *   *


                             Signature Pages Follow

<PAGE>

            IN WITNESS  WHEREOF,  this  Reaffirmation  of Guaranty has been duly
executed this 21st day of July 2006.

                   ADULTVISION COMMUNICATIONS, INC.
                   AL ENTERTAINMENT, INC.
                   ALTA LOMA DISTRIBUTION, INC.
                   ALTA LOMA ENTERTAINMENT, INC.
                   ANDRITA STUDIOS, INC.
                   CANDLELIGHT MANAGEMENT LLC
                      By: Playboy TV International, LLC, its Sole Member,
                          By: Playboy Entertainment Group, Inc., its Sole Member
                   CHELSEA COURT HOLDINGS LLC
                      By: Playboy TV International, LLC, its Sole Member,
                          By: Playboy Entertainment Group, Inc., its Sole Member
                   CJI HOLDINGS, INC.
                   CLARIDGE ORGANIZATION, LLC
                      By: Playboy TV International, LLC, its Sole Member,
                          By: Playboy Entertainment Group, Inc., its Sole Member
                   CPV PRODUCTIONS, INC.
                   CYBERSPICE, INC.
                   ICS ENTERTAINMENT, INC.
                   IMPULSE PRODUCTIONS, INC.
                   INDIGO ENTERTAINMENT, INC.
                   ITASCA HOLDINGS, INC.
                   LAKE SHORE PRESS, INC.
                   LIFESTYLE BRANDS, LTD.
                   MH PICTURES, INC.
                   MYSTIQUE FILMS, INC.
                   PLANET PLAYBOY, INC.
                   PLANET SPICE, INC.
                   PLAYBOY.COM, INC.
                   PLAYBOY.COM INTERNET GAMING, INC.
                   PLAYBOY.COM RACING, INC.
                   PLAYBOY CLUB OF HOLLYWOOD, INC.
                   PLAYBOY CLUB OF NEW YORK, INC.
                   PLAYBOY CLUBS INTERNATIONAL, INC.
                   PLAYBOY CRUISE GAMING, INC.
                   PLAYBOY ENTERTAINMENT GROUP, INC.
                   PLAYBOY GAMING INTERNATIONAL, LTD.

                   By: /s/ Robert Campbell
                      --------------------------------
                   Name:  Robert Campbell
                   Title: Treasurer

                                      -2-
<PAGE>

                        PLAYBOY GAMING NEVADA, INC.
                        PLAYBOY GAMING UK, LTD.
                        PLAYBOY JAPAN, INC.
                        PLAYBOY MODELS, INC.
                        PALYBOY OF LYONS, INC.
                        PLAYBOY OF SUSSEX, INC.
                        PLAYBOY PREFERRED, INC.
                        PLAYBOY PROPERTIES, INC.
                        PLAYBOY SHOWS, INC.
                        PLAYBOY TV INTERNATIONAL, LLC.
                          By: Playboy Entertainment Group, Inc., its Sole Member
                        PRECIOUS FILMS, INC.
                        SPECIAL EDITIONS, LTD.
                        SPICE DIRECT, INC.
                        SPICE ENTERTAINMENT, INC.
                        SPICE INTERNATIONAL, INC.
                        SPICE NETWORKS, INC.
                        SPICE PRODUCTIONS, INC.
                        SPICETV.COM, INC.
                        STEELTON, INC.
                        TELECOM INTERNATIONAL, INC.
                        WOMEN PRODUCTIONS, INC.


                        By: /s/ Robert Campbell
                           --------------------------------
                        Name:  Robert Campbell
                        Title: Treasurer

                        PLAYBOY ENTERPRISES, INC.
                        PLAYBOY ENTERPRISES INTERNATIONAL, INC.


                        By: /s/ Robert Campbell
                           --------------------------------
                        Name:  Robert Campbell
                        Title: Senior Vice President,
                               Treasurer and Strategic Planning

                        SPICE HOT ENTERTAINMENT, INC.
                        SPICE PLATINUM ENTERTAINMENT, INC.


                        By:    /s/ Catherine A. Zulfer
                           --------------------------------
                        Name:  Catherine A. Zulfer
                        Title: Treasurer


                                      -3-
<PAGE>

                                    ACKNOWLEDGED AND AGREED TO
                                    THIS 21st DAY OF JULY 2006:

                                    BANK OF AMERICA, N.A., as Agent


                                    By       /s/ Anne M. Zeschke
                                       ----------------------------------------
                                    Name:    Anne M. Zeschke
                                          -------------------------------------
                                    Title:   Assistant Vice President
                                          -------------------------------------


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