Exhibit 10.4

                            PLAYBOY ENTERPRISES, INC.

                               Board of Directors'
                           Deferred Compensation Plan

                           Effective: October 1, 1992
                      Amended and Restated: January 1, 2005

<PAGE>

                            PLAYBOY ENTERPRISES, INC.
                               Board of Directors'
                           Deferred Compensation Plan

<TABLE>
<CAPTION>
                                                                                     Page
                                                                                     ----
<S>    <C>                                                                             <C>
I.     PURPOSE..........................................................................1
II.    DEFINITIONS......................................................................1
       2.01   "Administrative Committee"................................................1
       2.02   "Age".....................................................................1
       2.03   "Agreement"...............................................................1
       2.04   "Beneficiary".............................................................1
       2.05   "Change in Control".......................................................1
       2.06   "Company".................................................................2
       2.07   "Compensation"............................................................2
       2.08   "Deferred Compensation Account"...........................................2
       2.09   "Deferred Compensation Plan Trust" and "Trust"............................3
       2.10   "Determination Date"......................................................3
       2.11   "Director Fees"...........................................................3
       2.12   "Fair Market Value".......................................................3
       2.13   "IRC".....................................................................3
       2.14   "Meeting Fees"............................................................3
       2.15   "Participant".............................................................3
       2.16   "Plan"....................................................................4
       2.17   "Plan Year"...............................................................4
       2.18   "Retainer Fees"...........................................................4
       2.19   "Retirement Date" and "Retirement"........................................4
       2.20   "Tax Funded"..............................................................4
       2.21   "Termination of Service"..................................................4
III.   ELIGIBILITY; PARTICIPATION LIMITS................................................4
       3.01   Eligibility and Participation.............................................4
       3.02   Timing of Deferral Credits................................................5
       3.03   Vesting...................................................................5
       3.04   Determination of Account..................................................5
       3.05   Deferred Compensation Account Investment Options..........................6
       3.06   Playboy Enterprises, Inc. Common Stock Units Option.......................7
       3.07   Change of Investment Election.............................................8
IV.    DISTRIBUTIONS....................................................................8
       4.01   Distribution on Retirement................................................8
       4.02   Distribution on Death.....................................................8
       4.03   Distribution on Termination of Service....................................8
       4.04   Method and Timing of Distribution.........................................9
       4.05   Withholding; Employment Taxes............................................10
       4.06   Hardship Distributions; Cessation of Deferrals...........................10
       4.07.  Change in Control Distribution Election..................................11
       4.08.  Recipients of Payments; Designation of Beneficiary.......................11
       4.09.  Preservation of Interim Distribution Benefit Elections...................12
</TABLE>


                                        i
<PAGE>

<TABLE>
<S>    <C>                                                                             <C>
       4.10.  Distributions in Cash....................................................12
V.     CLAIM FOR BENEFITS PROCEDURE....................................................12
       5.01   Claim for Benefits.......................................................12
       5.02   Request for Review of a Denial of a Claim for Benefits...................12
       5.03   Decision Upon Review of a Denial of a Claim for Benefits.................13
VI.    ADMINISTRATION..................................................................13
       6.01   Plan Administrative Committee............................................13
       6.02   General Rights, Powers and Duties of Administrative Committee............13
       6.03   Information to be Furnished to Committee.................................14
       6.04   Responsibility...........................................................14
VII.   AMENDMENT AND TERMINATION.......................................................15
       7.01   Amendment................................................................15
       7.02   Company's Right to Terminate.............................................15
       7.03   Special Termination......................................................15
VIII.  MISCELLANEOUS...................................................................16
       8.01   No Implied Rights........................................................16
       8.02   No Right to Company Assets...............................................17
       8.03   No Right to Continuing Service...........................................17
       8.04   Offset...................................................................17
       8.05   Non-assignability........................................................17
       8.06   Gender and Number........................................................17
       8.07   Notice...................................................................17
       8.08   Governing Laws...........................................................18
       8.09   Deferred Compensation Plan Trust.........................................18
</TABLE>


                                       ii
<PAGE>

                            PLAYBOY ENTERPRISES, INC.
                               Board of Directors'
                           Deferred Compensation Plan

Playboy Enterprises,  Inc. hereby amends and restates in its entirety, effective
as of  January  1, 2005,  the  Playboy  Enterprises,  Inc.  Board of  Directors'
Deferred  Compensation Plan, which was originally  established effective October
1, 1992, and last restated January 1, 1998.

I.    PURPOSE

      The purpose of the Playboy Enterprises,  Inc. Board of Directors' Deferred
      Compensation  Plan is to provide a means  whereby  the  Company may afford
      certain members of the Board of Directors an opportunity to defer Director
      Fees  otherwise  payable in cash or stock,  and  thereby  encourage  their
      productive efforts on behalf of the Company.  By providing a means whereby
      Director Fees may be deferred  into the future,  the Plan will further the
      growth and  development of the Company and aid in attracting and retaining
      Directors of exceptional ability.

      This  restatement  is made  primarily  to  comply  with  the new  deferred
      compensation  rules of IRC Section 409A and shall be construed  consistent
      with that  intent.  This  restatement  shall  govern  the  maintenance  of
      Deferred  Compensation  Accounts  for  Plan  Years  beginning  on or after
      January 1, 2005 and all distributions that commence on or after that date.

II.   DEFINITIONS

      2.01  "Administrative   Committee"  and  "Committee"  mean  the  Committee
            appointed pursuant to Article VI to manage and administer the Plan.

      2.02  "Age" means the Director's chronological age on the relevant date.

      2.03  "Agreement"   means   the   Playboy   Enterprises,   Inc.   Deferred
            Compensation Election Agreement, executed between a Director and the
            Company,  whereby a  Director  agrees  to defer all or a portion  of
            his/her  Director Fees pursuant to the  provisions of the Plan,  and
            the Company agrees to make benefit  payments in accordance  with the
            provisions of the Plan.

      2.04  "Beneficiary"   means  the  person,   persons  or  trust  designated
            Beneficiary pursuant to Section 4.09.

      2.05  "Change in Control" means the occurrence of any one of the following
            events:

            a)    Hugh M. Hefner and Christie Ann Hefner cease, collectively, to
                  beneficially  own at least fifty percent (50%) of the combined
                  voting power of the  then-outstanding  securities  entitled to
                  vote  generally  in the  election of  Directors of the Company
                  ("Voting Stock") (for purposes of this

<PAGE>

                  Subsection,  Voting Stock  beneficially owned [as such term is
                  defined under Rule 13d-3, or any successor rule or regulation,
                  under the Securities  Exchange Act of 1943, as amended] by the
                  Hugh M. Hefner  Foundation  shall be deemed to be beneficially
                  owned by  Christie  Ann  Hefner if and so long as she has sole
                  voting power with respect to such Voting Stock); or

            b)    except as provided in Section 2.05(f),  a sale,  exchange,  or
                  other disposition of Playboy Magazine; or

            c)    except as  provided in Section  2.05(f),  any  liquidation  or
                  dissolution of the Company; or

            d)    except as provided in Section 2.05(f),  the Company is merged,
                  consolidated,  or reorganized into or with another corporation
                  or other legal person; or

            e)    except as provided in Section  2.05(f),  the Company  sells or
                  otherwise  transfers all or substantially all of its assets to
                  another corporation or other legal person;

            f)    provided,   however,  that  no  such  merger,   consolidation,
                  reorganization,  sale, or transfer will constitute a Change in
                  Control if the merger, consolidation, reorganization, sale, or
                  transfer is  initiated  by the Company and as a result of such
                  merger, consolidation,  reorganization,  sale, or transfer not
                  less  than a  majority  of the  combined  voting  power of the
                  then-outstanding  securities of the surviving,  resulting,  or
                  ultimate parent corporation or other legal person, as the case
                  may be,  immediately  after such  transaction,  is held in the
                  aggregate  by persons who held not less than a majority of the
                  combined voting power of the  outstanding  Voting Stock of the
                  Company  immediately  prior  to  such  merger,  consolidation,
                  reorganization, sale, or transfer.

            The foregoing  definition of "Change in Control" shall apply only to
            the extent that the foregoing Change in Control events  constitute a
            "change in the  ownership"  of the  Company,  a "change in effective
            control"  of  the  Company,  or a  "change  in  the  ownership  of a
            substantial  portion of the assets" of the  Company,  as those terms
            are defined in regulations under IRC Section 409A(a)(2)(A)(v).

      2.06  "Company" means Playboy Enterprises,  Inc., a Delaware  corporation,
            and its successors and assigns.

      2.07  "Compensation"  means cash  remuneration  paid pursuant to this Plan
            for services rendered prior to the date paid.

      2.08  "Deferred  Compensation  Account"  means  the  accounting  record(s)
            maintained by the Company for each Participant,  pursuant to Article
            III.  Separate  Deferred


                                       2
<PAGE>

            Compensation Account(s) shall be utilized solely as a device for the
            measurement  and  determination  of the  amount  to be  paid  to the
            Participant  pursuant to this Plan,  and shall be subject to Section
            7.02  hereof.  Notwithstanding  the  provisions  of Section  8.09, a
            Participant's  Deferred Compensation Account shall not constitute or
            be treated as a trust fund or escrow arrangement of any kind.

      2.09  "Deferred  Compensation  Plan Trust" and "Trust"  mean the  Deferred
            Compensation  Plan Trust,  an  irrevocable  grantor  trust or trusts
            established by the Company, in accordance with Section 8.09, with an
            independent  trustee for the benefit of persons  entitled to receive
            payments under this Plan and any other deferred compensation plan or
            plans  which the  Company  chooses,  from time to time,  to  operate
            through the Trust.

      2.10  "Determination  Date"  means  the  date on  which  the  amount  of a
            Participant's   Deferred   Compensation  Account  is  determined  as
            provided  in  Article  III  hereof.  The last  day of each  calendar
            quarter and the date of a Participant's Termination of Service shall
            be a Determination Date.

      2.11  "Director  Fees" for purposes of this Plan shall be the total of the
            Director's fees and other  remuneration  for services  rendered as a
            member  of the  Board of  Directors  during a Plan  Year,  including
            Retainer Fees and Meeting Fees.  Director Fees shall not include any
            amounts paid that are not strictly  for personal  services,  such as
            expense reimbursements.

      2.12  "Fair Market Value" means either (a) the closing price of a share of
            Common Stock as reported on the New York Stock Exchange (the "NYSE")
            on the date as of which such value is being determined, or, if there
            are no reported  transactions  for such date, on the next  preceding
            date for which  transactions  were  reported,  as  published  in the
            Midwest  Edition of The Wall Street  Journal,  or (b) if there is no
            reporting of  transactions  on the NYSE,  the fair market value of a
            share of Common Stock as determined by the Board from time to time.

      2.13  "IRC" means the Internal Revenue Code of 1986, as amended.

      2.14  "Meeting  Fees" means the  compensation  payable to a Director  with
            regard to the number of Board or  Committee  meetings  attended,  or
            Committee  positions  held,  as determined by the Board from time to
            time.

      2.15  "Participant"  means a  member  of the  Board  of  Directors  of the
            Company who is not an employee  of the  Company,  who is eligible to
            participate  in the Plan  pursuant to Section  3.01,  and who enters
            into an  Agreement or has an account  transferred  into this Plan in
            accordance  with Section  3.01(c)  below.  Such an individual  shall
            remain a Participant for so long as a Deferred  Compensation Account
            balance is maintained for that person under the Plan.


                                       3
<PAGE>

      2.16  "Plan"  means the  Playboy  Enterprises,  Inc.  Board of  Directors'
            Deferred  Compensation  Plan,  as in effect and amended from time to
            time.

      2.17  "Plan Year" means a calendar year.

      2.18  "Retainer   Fees"   means  the  portion  of  a   Director's   annual
            compensation  that is payable  without regard to the number of Board
            or committee meetings attended or committee positions, as determined
            by the Board from time to time.

      2.19  "Retirement  Date" and "Retirement"  mean the date of Termination of
            Service of a Director for reasons  other than death but after he/she
            (i) attains age sixty (60) and has five (5) or more years of service
            as a Director of the Company.

      2.20  "Tax Funded"  means that the interest of a  Participant  in the Plan
            will be  includable  in the  gross  income  of the  Participant  for
            federal income tax purposes prior to actual receipt of Plan benefits
            by the Participant.

      2.21  "Termination  of  Service"  means  the  Director's  ceasing  his/her
            service as a member of the Board of  Directors  of the Company  (the
            "Board")  for  any  reason   whatsoever,   including  by  reason  of
            Retirement or death; provided,  however, that a leave of absence for
            any  reason  shall  not   constitute  a   Termination   of  Service.
            Notwithstanding the foregoing, this definition shall be construed to
            comply with the  definition of  "separation  from service" under IRC
            Section 409A(a)(2)(A)(i) and regulations thereunder.

III.  ELIGIBILITY; PARTICIPATION LIMITS

      3.01  Eligibility and Participation.  A Director who is not an employee of
            the  Company  may  elect to  participate  in the Plan by  filing  an
            Agreement with the Company as follows:

            a)    In the initial year of  eligibility,  a Director who elects to
                  participate  in the  Plan  must  file an  Agreement  with  the
                  Company  within thirty (30) days from the date he or she first
                  becomes a Director and prior to the  beginning of the calendar
                  quarter  in  which  the  Director's  Fees to be  deferred  are
                  otherwise earned. For all years subsequent to the initial year
                  of  eligibility,  a Director who elects to  participate in the
                  Plan  must file an  Agreement  with the  Company  prior to the
                  beginning of the Plan Year in which the Director's  Fees to be
                  deferred are otherwise earned;

            b)    A  Director  may  elect to defer any  component  of his or her
                  Director Fees. A Director who elects to defer the Meeting Fees
                  component of his or her Director Fees,  must defer one hundred
                  percent  (100%)  of his or her  Meeting  Fees  covered  by the
                  Agreement.  A  deferral  of any amount  less than one  hundred
                  percent (100%) of the  Participant's  covered  Meeting Fees is
                  not  permitted  under the Plan.  A Director  may also elect to
                  defer all


                                       4
<PAGE>

                  or a portion  of the  Retainer  Fees  component  of his or her
                  Director Fees covered by the  Agreement.  A Director may elect
                  to defer in  twenty-five  percent  (25%)  increments up to one
                  hundred percent (100%) of the covered  Retainer Fees component
                  of his or her Director Fees; and

            c)    The  Agreement  shall be  irrevocable  upon  acceptance by the
                  Company.  A Director who does not file an Agreement for a Plan
                  Year shall not be eligible to  participate  for that Plan Year
                  but may file an  Agreement  for any  subsequent  Plan  Year in
                  accordance    with    Sections    3.01(a)   and   (b)   above.
                  Notwithstanding  the  foregoing,  the amount  credited  to the
                  Deferred Compensation Account of a Director who was previously
                  a participant in the executives'  Deferred  Compensation  Plan
                  will be automatically  transferred into this Plan, unless such
                  transfer is  expressly  prohibited  by the terms of such other
                  plan,  whether or not such Director shall  otherwise  elect to
                  make deferral contributions hereunder.

            d)    The  filing  of  deferral  Agreements  and  other  Participant
                  elections  under  the Plan  shall  be made  using  the  Plan's
                  website  or web  link  as  designated  by  the  Administrative
                  Committee or by such  telephone  process as such Committee may
                  approve,   in  lieu  of  filing  hard  copy  paper  documents.
                  Exceptions to the approved  election and filing  processes may
                  be  allowed  by the  Administrative  Committee,  in  its  sole
                  discretion, on a case by case basis considering the particular
                  circumstances,  but exceptions to the timing  requirement  can
                  only be  allowed  to the extent  permitted  under IRC  Section
                  409A.

      3.02  Timing of  Deferral  Credits.  The  amount of  Director  Fees that a
            Participant  elects  to  defer  in  the  Agreement  shall  cause  an
            equivalent reduction in his/her Director Fees, and shall be credited
            to the Director's Deferred  Compensation Account throughout the Plan
            Year as the  Participant  is paid (or  would  have  been  paid)  any
            remaining non-deferred portion of his/her Director Fees for the Plan
            Year.

      3.03  Vesting. A Participant shall be one hundred percent (100%) vested in
            his/her Deferred Compensation Account, which means when that Account
            becomes  distributable  under  the  Plan  the  Participant  shall be
            entitled to receive the entire Account.

      3.04  Determination  of Account.  Each  Director's  Deferred  Compensation
            Account as of each  Determination  Date shall consist of the balance
            of  the  Participant's  Deferred  Compensation  Account  as  of  the
            immediately preceding Determination Date, adjusted for:

            o     additional Director Fees deferrals pursuant to Section 3.01;

            o     distributions (if any); and


                                       5
<PAGE>

            o     the  appropriate  investment  earnings and gains and/or losses
                  and expenses pursuant to Section 3.05.

            All adjustments and earnings related thereto,  will be determined on
            a daily basis.

      3.05  Deferred Compensation Account Investment Options. The Administrative
            Committee  shall  designate from time to time one or more investment
            options  in  which  Deferred  Compensation  Accounts  may be  deemed
            invested.  A Participant (or Beneficiary of a deceased  Participant)
            shall  allocate his or her Deferred  Compensation  Account among the
            deemed  investment  options  (in 1%  increments)  by filing with the
            Administrative Committee an investment allocation election.  Subject
            to change from time to time, the Administrative Committee designates
            one  or  more  phantom   investment  options  within  the  following
            investment categories:

            a)    Money Market;

            b)    Bond;

            c)    Balanced;

            d)    Growth and Income;

            e)    Large Cap Growth;

            f)    Large Cap Value;

            g)    Small Cap Growth;

            h)    International;

            i)    Age-Based Lifecycle; and

            j)    Playboy Enterprises, Inc. Common Stock.

            Any such investment  allocation  election shall be made initially in
            the   Agreement   and  shall  be   subject  to  such  rules  as  the
            Administrative   Committee   may   prescribe,   including,   without
            limitation,   rules  concerning  the  manner  of  making  investment
            allocation elections and, subject to Section 3.06, the frequency and
            timing of changing such  investment  allocation  elections.  Meeting
            Fees  deferred  pursuant to Section 3.01 must be deemed  invested in
            the Playboy  Enterprises,  Inc. Common Stock Units Option.  Retainer
            Fees deferred pursuant to Section 3.01 may be deemed invested in any
            of the phantom investment options available in this Section 3.05.


                                       6
<PAGE>

            The  Administrative  Committee  shall  have the sole  discretion  to
            determine the number of deemed  investment  options to be designated
            hereunder  and  the  nature  of the  options  and,  with  notice  to
            Participants,  may  change,  add or  eliminate  one or  more  of the
            phantom  investment  options  or  investment   categories   provided
            hereunder from time to time. For each investment option,  other than
            the Playboy  Enterprises,  Inc. Common Stock investment  option, the
            Administrative  Committee  shall, in its sole  discretion,  select a
            mutual  fund,  or an  investment  index,  or shall  create a phantom
            portfolio of such investments as it deems appropriate, to constitute
            the investment  option.  The Company may, but is under no obligation
            to acquire any  investment  or  otherwise  set aside  assets for the
            deemed investment of Deferred Compensation  Accounts hereunder.  The
            Administrative  Committee  shall  determine  the  amount and rate of
            deemed   investment  gains  or  losses  with  respect  to  any  such
            investment  option for any period,  and may take into account deemed
            expenses which would be incurred as if actual  investments were made
            in accordance with the Participant's deemed investment directions.

      3.06  Playboy Enterprises,  Inc. Common Stock Units Option. Amounts deemed
            invested in the Playboy  Enterprises  Inc. Common Stock Units Option
            shall  initially  be deemed  invested in a number of phantom  shares
            (the "Stock Units) of Class B Common Stock of the Company ("Shares")
            equal to the quotient of (i) the amount deemed  invested  divided by
            (ii) the Fair  Market  Value on the date the  amount  is  deemed  so
            invested.  Whenever a dividend (other than a dividend payable in the
            form of Shares) is declared with respect to the outstanding  Shares,
            the  number of Stock  Units  credited  to the  Participant  shall be
            increased by the number of Stock Units,  determined  by dividing (i)
            the  product  of (A) the  number  of  Stock  Units  credited  to the
            Participant  under the Plan on the related  dividend record date and
            (B) the amount of any cash  dividend  declared  by the  Company on a
            Share (or,  in the case of any  dividend  distributable  in property
            other  than  Shares,  the  per  share  value  of such  dividend,  as
            determined  by the Company for purposes of income tax  reporting) by
            (ii) the Fair Market Value on the related  dividend payment date. In
            the case of any  dividend  declared  on Shares  which is  payable in
            Shares, the amount credited to a Participant's  deemed investment in
            the Playboy  Enterprises,  Inc.  Common  Stock Units Option shall be
            increased  by the number of Stock  Units equal to the product of (i)
            the number of Stock Units credited to the Participant under the Plan
            on the  related  dividend  record date and (ii) the number of Shares
            distributable  as a dividend on a Share.  In the event of any change
            in the  number  or kind  of  outstanding  Shares  by  reason  of any
            recapitalization, reorganization, merger, consolidation, stock split
            or any  similar  change  affecting  the  Shares,  other than a stock
            dividend as provided above,  the Committee shall make an appropriate
            adjustment in the number of Stock Units credited to the Participant.
            No shares of Class B Common  Stock will  actually be held (either by
            issuance or purchase)  with respect to any investment in the Playboy
            Enterprises, Inc. Common Stock Units Option.


                                       7
<PAGE>

      3.07  Change of Investment Election.  Effective as of any business day (or
            if the New York Stock Exchange or other  applicable  Exchange is not
            open for trading on such day, the close of the next  business day on
            which such  Exchange is open for trading) a  Participant  may elect,
            with  advance  notice  by  such  procedures  as  the  Administrative
            Committee has approved, to transfer all or any portion of his or her
            deemed  investments  and/or  change  the  manner in which his or her
            future  deferrals  are  deemed  invested  among  the  then-available
            investment options.  However,  once deferrals are made or investment
            earnings  are credited  into the Playboy  Enterprises,  Inc.  Common
            Stock  Units  investment  alternative,   such  amounts  may  not  be
            transferred  out of this  investment  option.  Investment  direction
            changes may be made over a designated  website or over the telephone
            as approved by the Administrative Committee from time to time.

            To the extent  that an  investment  election  is not in effect  with
            respect to any portion of a Participant's  Account for any period of
            time, the undirected portion of the Account shall be deemed invested
            by default in the Money Market  investment  fund if only one fund in
            that category is offered  under the Plan;  otherwise in whichever of
            the  phantom  investment   options  the   Administrative   Committee
            determines,  from time to time,  provides  the least risk of loss of
            principal.

IV.   DISTRIBUTIONS

      4.01  Distribution  on  Retirement.  Upon a  Participant's  Termination of
            Service  on  or  after  a  Retirement  Date,   distribution  of  the
            Participant's  Deferred  Compensation  Accounts,   determined  under
            Section 3.04, as of the  Determination  Date coincident with or next
            following  such  Retirement  Date,  shall be made or  commence.  The
            distribution  shall  be made as  designated  by the  Participant  in
            his/her Agreement,  subject to Section 4.04. Once a distribution has
            been commenced  pursuant to this Section 4.01, the Participant shall
            immediately  cease to be  eligible  for any other  benefit  provided
            under this Plan.

      4.02  Distribution on Death.  Upon the death of a Participant prior to the
            distribution  of any  portion  of his or her  Deferred  Compensation
            Accounts,  distribution  of  the  unpaid  balance  of  the  Deferred
            Compensation  Accounts  shall be made or continue to be made to such
            Participant's Beneficiary.  If the distribution of the Participant's
            Deferred  Compensation Accounts had not yet commenced as of the date
            of  his or her  death,  distribution  to  the  Beneficiary  of  such
            Accounts, determined as of the Determination Date coincident with or
            next following the date of death,  shall be made or commence as soon
            as  practicable  and in any event within ninety (90) days  following
            such  Determination  Date.  The method of  distribution  shall be as
            designated  by the  Participant  in  his/her  Agreement,  subject to
            Section 4.04.

      4.03  Distribution on Termination of Service. Unless otherwise directed by
            the Administrative  Committee,  upon the Termination of Service of a
            Participant prior


                                       8
<PAGE>

            to his  or  her  Retirement  Date  for  reasons  other  than  death,
            distribution of the Participant's  Deferred  Compensation  Accounts,
            determined  as of the  Determination  Date  coincident  with or next
            following the effective date of such  Termination of Service,  shall
            be made as soon as practicable after such Termination of Service, in
            a single  lump  sum,  notwithstanding  the  provisions  of  Sections
            4.04(a) and (b). Upon a  Termination  of Service prior to his or her
            Retirement Date or death, the benefit shall be determined under this
            Section  4.03  and the  Participant  shall  immediately  cease to be
            eligible for any other benefit provided under this Plan.

      4.04  Method and Timing of Distribution.

            a)    Election in Agreement.  Except in the case of a Termination of
                  Service  prior  to the  Participant's  Retirement  Date  for a
                  reason  other  than  his  or  her  death,  distribution  of  a
                  Participant's  Deferred Compensation Accounts shall be made in
                  a lump sum or  installments,  as elected by the Participant in
                  the   Agreement   relating   to   each   respective   Deferred
                  Compensation  Account.  Installment  payments  shall  be  made
                  quarterly  over a period of either  ten (10)  years or fifteen
                  (15) years,  as elected by the  Participant  in the Agreement.
                  The amount of each installment  shall be equal to the quotient
                  obtained by dividing the balance of the Deferred  Compensation
                  Account being  distributed  in  installments  by the number of
                  installments  remaining  to be  paid,  including  the  current
                  installment.  In  the  event  no  election  is  on  file,  the
                  distribution will be made in a lump sum.

            b)    Election to Change Method of  Distribution.  A Participant may
                  change  either the timing or the form of  distribution  of any
                  benefit  payable  under  the Plan by making  and  filing a new
                  written election in accordance with this Section 4.04(b).  Any
                  such  election  shall  not  take  effect  until  the one  year
                  anniversary  of its  filing.  If the  election is to change an
                  interim distribution  election date or other specified payment
                  date  previously  elected  by the  Participant,  then  the new
                  election  must be filed not less than one year before the date
                  as of which the  payment  is  scheduled  to be paid (or in the
                  case  of  installments,   the  date  as  of  which  the  first
                  installment payment is scheduled).  Installment payments shall
                  be treated for this  purpose like a lump sum payable as of the
                  scheduled date of the first installment  payment. In addition,
                  if the new election involves a change in the timing or form of
                  a  benefit   distributable   for   reasons   other   than  the
                  Participant's  death,  then any new distribution  commencement
                  date must be at least five (5) years later than the date as of
                  which the benefit distribution had been scheduled to commence.
                  No acceleration of benefit  payments may be permitted,  except
                  to the  extent  allowed  by the  Administrative  Committee  in
                  accordance with regulations under IRC Section 409A(a)(3).


                                       9
<PAGE>

            c)    Small Benefit  Cash-Out.  Notwithstanding  any payment  method
                  elected by a Participant or  Beneficiary,  the Company may, in
                  its sole discretion,  elect to pay any distributable  Deferred
                  Compensation  Account whose entire vested  balance at the time
                  distribution  is due to commence is not more than $10,000 in a
                  lump  sum.  Such  lump sum  cashouts  shall be  permitted,  in
                  accordance  with  regulations  under IRC Section 409A, only if
                  the  Participant's  entire  interest  under  any and all other
                  non-qualified  deferred  compensation  plans maintained by the
                  Company are also being distributed and payment under this Plan
                  is made on or before the later of December 31 of the  calendar
                  year in which the  distributable  event under this  Article IV
                  occurred  or the 15th day of the third  month  following  that
                  distributable event.

      4.05  Withholding;  Employment Taxes. To the extent required by the law in
            effect at the time payments are made, the Company shall withhold any
            taxes required to be withheld by the federal, or any state or local,
            government.

      4.06  Hardship  Distributions;  Cessation of Deferrals.  In the event that
            the   Administrative   Committee,   upon  written  petition  of  the
            Participant (or, after the Participant's death, the written petition
            of his or her  Beneficiary),  determines in its sole discretion that
            the Participant (or his or her Beneficiary) has suffered a Hardship,
            the  Company  may  distribute  to  the  Participant  (or  his or her
            Beneficiary)  as  soon  as  reasonably  practicable  following  such
            determination,  an  amount,  not  in  excess  of  the  value  of the
            Participant's Deferred Compensation  Accounts,  necessary to satisfy
            the Hardship.  Notwithstanding  the  foregoing,  the  Administrative
            Committee will not make any distribution  under this Section 4.06 if
            such  distribution  would subject the Participant to liability under
            Section 16(b) of the  Securities  Exchange Act of 1934. For purposes
            of this  Plan,  "Hardship"  is a severe  financial  hardship  of the
            petitioning Participant or Beneficiary resulting from (i) an illness
            or accident  suffered  by that  individual  or by his/her  spouse or
            dependent  (as  defined  in IRC  Section  152(a);  (ii)  loss of the
            petitioning  Participant's or Beneficiary's property due to casualty
            (including the need to rebuild a home following damage not otherwise
            covered by  insurance);  or (iii) other  similar  extraordinary  and
            unforeseeable circumstances arising as a result of events beyond the
            petitioner's control. A distribution due to Hardship may not be made
            to the extent  that such  emergency  is or may be  relieved  through
            reimbursement  or  compensation  from  insurance  or  otherwise,  by
            liquidation  of  the   petitioner's   assets  (to  the  extent  such
            liquidation  would  not  cause  severe  financial  hardship)  or  by
            cessation  of  deferrals  under the Plan.  The amount  necessary  to
            satisfy the Hardship may, upon request, include amounts necessary to
            pay any federal, state or local income taxes or penalties reasonably
            anticipated  to result from the  distribution.  Notwithstanding  the
            foregoing,  each  determination of Hardship and of the corresponding
            distributable  amount shall be made by the Administrative  Committee
            so as to  comply  with  the  conditions  for  distribution  upon  an
            "unforeseeable  emergency" under IRC Sections  409A(a)(2)(A)(vi) and
            409A(a)(2)(B)(ii).


                                       10
<PAGE>

      4.07  Change in  Control  Distribution  Election.  If there is a Change in
            Control then, notwithstanding any other provision of this Plan:

            a)    If the  Participant  incurs a  Termination  of  Employment  in
                  connection  with  the  Change  in  Control,   then  the  other
                  distribution  provisions  of  this  Article  IV  shall  apply,
                  without regard to this Section 4.07.

            b)    If the Participant  continues  employment  after the Change in
                  Control, then his/her Deferred Compensation Accounts:

                  (i)   shall be valued and  distributed in a single lump sum as
                        of  the  Determination  Date  coincident  with  or  next
                        following  the date of such  change in  Control,  if the
                        Participant  made a valid initial  election (as provided
                        below) to  receive  such  distribution  upon a Change in
                        Control;

                  (ii)  shall be valued and commence being distributed as of the
                        Determination  Date  specified by the  Participant  in a
                        valid  change of election  made at least one year before
                        the  effective   date  of  the  Change  in  Control  and
                        specifying  a  Determination   Date  for  valuation  and
                        payment  that is not less than five (5) years  after the
                        effective date of the Change in Control; or

                  (iii) shall be valued  and  distributed  upon any  appropriate
                        subsequent  distributable  event without  regard to this
                        Section 4.07,  if no initial or change  election is made
                        under parts (i) and (ii) above.

                  For purposes of this Section  4.07(b),  an initial election to
                  receive a Change  in  Control  distribution  shall be valid if
                  made by the  Participant  and  filed  with the  Administrative
                  Committee no later than the later of December 31, 2006 or when
                  the Participant  files his or her initial  deferral  Agreement
                  under the Plan. A change of election shall be valid if made by
                  the Participant and filed with the Administrative Committee by
                  the  advance  date  required  under  part  (ii)  above and the
                  election   may  provide   for  a  change  to  an   installment
                  distribution in lieu of a lump sum.

      4.08  Recipients of Payments;  Designation of Beneficiary. All payments to
            be  made  by the  Company  under  the  Plan  shall  be  made  to the
            Participant   during   his/her   lifetime,   provided  that  if  the
            Participant  dies prior to the  commencement  or  completion of such
            payments,  then all subsequent payments under the Plan shall be made
            by the Company to the Beneficiary determined in accordance with this
            Section 4.08.  The  Participant  shall  designate a  Beneficiary  by
            filing a written notice of such designation with the  Administrative
            Committee  in such form as the  Committee  requires  and may include
            contingent  Beneficiaries  The  Participant  may  from  time-to-time
            change the designated Beneficiaries by filing a new


                                       11
<PAGE>

            designation  in writing with the Committee.  (In community  property
            states,  the  spouse  of a  married  Participant  shall  join in any
            designation  of  a  Beneficiary  other  than  the  spouse).   If  no
            designation  is in effect or no designated  Beneficiary is surviving
            at the time of the Participant's death, the Beneficiary shall be the
            spouse  of the  Participant,  or if no spouse  is then  living,  the
            executor(s) or administrator(s) of the Participant's estate.

      4.09. Preservation  of  Interim  Distribution  Benefit  Elections.   If  a
            Participant  who had been a participant  in the  Company's  Deferred
            Compensation  Plan for  executives,  and whose account balance under
            such plan has been  transferred  to this  Plan  under  Section  3.01
            hereof,  had a valid election in effect at the time of transfer with
            respect to all or a portion  of the  amounts  so  transferred  under
            Section 4.06 (Interim  Distribution)  of such Deferred  Compensation
            Plan,  such  election  shall be  preserved  and given  effect by the
            Administrative  Committee.  For purposes of applying this provision:
            (a) the Administrative Committee shall refer to Section 4.06 of such
            other Deferred Compensation Plan; and (b) references in such Section
            to the  "Administrative  Committee" shall be deemed to refer to this
            Plan's Administrative Committee.  Nothing in this Section 4.09 shall
            be interpreted so as to permit any  Participant,  including a former
            participant in the Company's Deferred Compensation Plan, to make any
            similar  election  with  respect to any amounts  subject to deferral
            under this Plan.

      4.10. Distributions in Cash. All  distributions  of Deferred  Compensation
            Accounts shall be paid in United States dollars.

V.    CLAIM FOR BENEFITS PROCEDURE

      5.01  Claim for Benefits.  Any claim for benefits  under the Plan shall be
            made in writing to the  Committee.  If such  claim for  benefits  is
            wholly or partially  denied by the Committee,  the Committee  shall,
            within a  reasonable  period of time,  but not later than sixty (60)
            days after  receipt of the claim,  notify the claimant of the denial
            of the claim.  Such  notice of denial  shall be in writing and shall
            contain:

            a)    The specific reason or reasons for the denial of the claim;

            b)    A reference to the  relevant  Plan  provisions  upon which the
                  denial is based;

            c)    A  description  of  any  additional  material  or  information
                  necessary for the claimant to perfect the claim, together with
                  an   explanation  of  why  such  material  or  information  is
                  necessary; and

            d)    An explanation of the Plan's claim review procedure.

      5.02  Request  for  Review of a Denial of a Claim for  Benefits.  Upon the
            receipt by the claimant of written  notice of the denial of a claim,
            the claimant may within  ninety (90) days file a written  request to
            the Committee, requesting a review of the


                                       12
<PAGE>

            denial of the claim,  which review shall include a hearing if deemed
            necessary by the Committee. In connection with the claimant's appeal
            of the denial of his/her claim, he/she may review relevant documents
            and may submit  issues and comments in writing.  To provide for fair
            review and a full record,  the  claimant  must submit in writing all
            facts,  reasons and arguments in support of his/her  position within
            the time allowed for filing a written request for review. All issues
            and  matters  not  raised for  review  will be deemed  waived by the
            claimant.

      5.03  Decision  Upon  Review  of a Denial  of a Claim  for  Benefits.  The
            Committee shall render a decision on the claim review promptly,  but
            no more than  sixty (60) days  after the  receipt of the  claimant's
            request for review,  unless special  circumstances (such as the need
            to hold a hearing)  require an extension of time,  in which case the
            sixty (60) day period shall be extended to one hundred-twenty  (120)
            days. Such decision shall:

            a) Include specific reasons for the decision;

            b) Be  written  in a  manner  calculated  to be  understood  by  the
            claimant; and

            c) Contain specific  references to the relevant Plan provisions upon
            which the decision is based.

            The  decision  of the  Committee  shall be final and  binding in all
            respects on the Company,  the claimant and any other person claiming
            an interest  in the Plan  through or on behalf of the  claimant.  No
            litigation  may be  commenced  by or on  behalf of a  claimant  with
            respect  to this Plan  until  after the  claim  and  review  process
            described in this Article V has been  exhausted.  Judicial review of
            Committee  action shall be limited to whether the Committee acted in
            an arbitrary and capricious manner.

VI.   ADMINISTRATION

      6.01  Plan Administrative Committee. The Plan shall be administered by the
            Compensation  Committee  of the  Board,  except to the  extent  that
            action is  required  by a  committee,  selected  from to time by the
            Board,  of  non-employee   Directors  under  Rule  16b-3  under  the
            Securities  Exchange Act of 1934. The  Administrative  Committee may
            assign duties to an officer or other  employees of the Company,  and
            may  delegate   such  duties  as  it  sees  fit.  A  member  of  the
            Administrative  Committee  who is also a  Participant  shall  not be
            involved in the decisions of the Administrative  Committee regarding
            any  determination of any specific claim for benefit with respect to
            himself or herself.

      6.02  General Rights, Powers and Duties of Administrative  Committee.  The
            Administrative  Committee  shall be responsible  for the management,
            operation and administration of the Plan. In addition to any powers,
            rights and duties set


                                       13
<PAGE>

            forth  elsewhere in the Plan, it shall have  complete  discretion to
            exercise the following powers and duties:

            a)    To  adopt  such  rules  and  regulations  consistent  with the
                  provisions  of the Plan as it deems  necessary  for the proper
                  and efficient administration of the Plan;

            b)    To administer  the Plan in  accordance  with its terms and any
                  rules and regulations it establishes;

            c)    To maintain records  concerning the Plan sufficient to prepare
                  reports,  returns,  and other information required by the Plan
                  or by law;

            d)    To  construe  and  interpret  the  Plan,  and to  resolve  all
                  questions arising under the Plan;

            e)    To direct the Company to pay benefits  under the Plan,  and to
                  give  such  other   directions  and  instructions  as  may  be
                  necessary for the proper administration of the Plan;

            f)    To employ or retain agents, attorneys, actuaries,  accountants
                  or other persons,  who may also be Participants in the Plan or
                  be employed by or represent the Company, as it deems necessary
                  for the effective  exercise of its duties, and may delegate to
                  such  persons  any  power and  duties,  both  ministerial  and
                  discretionary,  as it may deem necessary and appropriate,  and
                  the Committee shall be responsible for the prudent  monitoring
                  of their performance; and

            g)    To be responsible for the preparation,  filing, and disclosure
                  on behalf of the Plan of such  documents  and  reports  as are
                  required by any applicable federal or state law.

      6.03  Information to be Furnished to Committee. The records of the Company
            shall be determinative of each Participant's  period of service as a
            Director,  Termination of Service, personal data, and Director Fees.
            Participants and their  Beneficiaries shall furnish to the Committee
            such evidence,  data or  information,  and execute such documents as
            the Committee requests.

      6.04  Responsibility.  No member of the Administrative  Committee shall be
            liable to any person for any action  taken or omitted in  connection
            with the administration of this Plan unless  attributable to his/her
            own fraud or willful misconduct (or that of the Committee,  in which
            he/she participated);  nor shall the Company be liable to any person
            for  any  such  action  unless  attributable  to  fraud  or  willful
            misconduct  on the part of a  Director,  officer or  employee of the
            Company.  Further,  the Company  shall hold  harmless and defend any
            individual in the employment of the Company, and any Director of the
            Company who has or


                                       14
<PAGE>

            exercises any administrative responsibility with respect to the Plan
            against any claim,  action, or liability asserted against him/her in
            connection  with any action or failure  to act  regarding  the Plan,
            except as and to the  extent  such  liability  may be based upon the
            individual's  own willful  misconduct or fraud;  provided,  however,
            that to the extent required by Delaware General Corporation law, the
            payment by the Company of such  defense-related  expenses under this
            Section  to any  such  person  shall  be  made  prior  to the  final
            disposition  of the  subject  proceeding  only upon  delivery to the
            Company of an undertaking,  by or on behalf of such person, to repay
            all amounts so advanced if it shall  ultimately be  determined  that
            such  persons  is  not  entitled  to  this   indemnification.   This
            indemnification  shall  not  duplicate,  but  may  supplement,   any
            coverage available under any applicable insurance coverage.

VII.  AMENDMENT AND TERMINATION

      7.01  Amendment.  The Plan may be amended in whole or in part by a written
            instrument  adopted by the Board of  Directors of the Company at any
            time. Notice of any material  amendment shall be given in writing to
            the  Administrative  Committee  and  to  each  Participant,  retired
            Participant  and each  Beneficiary  of a  deceased  Participant.  No
            amendment  shall  retroactively  decrease  either  the  balance of a
            Participant's  Deferred  Compensation  Account  or  a  Participant's
            interest  in  his/her  Deferred  Compensation  Account  as  existing
            immediately  prior to the later of the  effective  date or  adoption
            date of such amendment.

      7.02  Company's Right to Terminate. The Company reserves the sole right to
            terminate, by action of its Board of Directors,  the Plan and/or the
            Agreement  pertaining  to a  Participant  at any  time  prior to the
            commencement  of payment of  his/her  benefits.  In the event of any
            such  termination,  a Participant shall be deemed to have incurred a
            Termination of Service,  and his/her Deferred  Compensation  Account
            shall be paid in the manner  provided in Section 4.03, to the extent
            such Plan termination may be treated as a distributable  event under
            IRC Section 409A.

      7.03  Special Termination. Any other provision of the Plan to the contrary
            notwithstanding, the Plan shall terminate:

            a)    If the Plan is held to be Tax Funded by a federal  court,  and
                  appeals  from that  holding are no longer  timely or have been
                  exhausted.  In addition, the Company may terminate the Plan if
                  it determines,  based on a legal opinion which is satisfactory
                  to the Company,  that either judicial authority or the opinion
                  of the U.S.  Treasury  Department or Internal  Revenue Service
                  (as  expressed  in  proposed  or final  regulations,  advisory
                  opinions or rulings, or similar administrative  announcements)
                  creates  a  significant  risk that the Plan will be held to be
                  Tax Funded,  and failure to amend or terminate  the Plan could
                  subject the Company or the Participant to material  penalties.
                  Upon  either  termination  due to such a failure of the Plan's
                  purpose,


                                       15
<PAGE>

                  contributions  to the Plan shall not be permitted with respect
                  to periods of employment  after the Plan  termination date and
                  the Company may:

                  i.    Transfer the rights and obligations of the  Participants
                        and the  Company to a new or other plan  established  or
                        maintained by the Company, which is not deemed to be Tax
                        Funded, but which is substantially similar to this Plan,
                        if  the  Company  determines  that  it  is  possible  to
                        establish  or  maintain  such a  Plan  and  make  such a
                        transfer  without  material  adverse tax consequences or
                        penalties to the Company or the Participants; or

                  ii.   If the Company, in its sole discretion,  determines that
                        it is not feasible to make the transfer under (i) above,
                        this Plan shall  continue in frozen status (with respect
                        to new contributions as provided above) and distribution
                        shall   be   made   of   each   Participant's   Deferred
                        Compensation  Account as soon  thereafter as possible in
                        accordance  with the  distribution  rights  set forth in
                        Article  IV  or  any  applicable   acceleration   rights
                        permitted under IRC Section 409A.

            b)    In the event of a Change in  Control  if the  Company  acts to
                  terminate  the Plan  and all  substantially  similar  deferred
                  compensation   arrangements   within  the  thirty   (30)  days
                  preceding  or the twelve (12) months  following  the Change in
                  Control.  Following such Plan  termination,  contributions for
                  any  post-termination   period  shall  not  be  permitted  and
                  distribution  of all Deferred  Compensation  Accounts shall be
                  made in a lump sum to each  respective  Participant  as if all
                  Participants  incurred a Termination of Employment on the date
                  of the Change in Control,  but  without  regard to the six (6)
                  month delay in such distributions under Section 4.03.

            Payments made upon  termination  of the Plan shall  commence  within
            ninety  (90) days after the Plan  termination  date  unless  special
            circumstances  require longer.  The  Administrative  Committee shall
            seek to reasonably minimize any such delays.

VIII. MISCELLANEOUS

      8.01  No Implied  Rights.  Neither the  establishment  of the Plan nor any
            amendment  thereof  shall be  construed  as giving any  Participant,
            Beneficiary, or any other person any legal or equitable right unless
            such  right  shall  be  specifically  provided  for in the  Plan  or
            conferred by specific  action of the Company in accordance  with the
            terms and  provisions of the Plan.  Except as expressly  provided in
            this Plan,  the  Company  shall not be required or be liable to make
            any payment under this Plan.


                                       16
<PAGE>

      8.02  No Right to Company  Assets.  Neither the  Participant nor any other
            person shall  acquire by reason of the Plan any right in or title to
            any assets, funds or property of the Company whatsoever,  including,
            without  limiting  the  generality  of the  foregoing,  any specific
            funds,  assets  or other  property  which the  Company,  in its sole
            discretion,  may set aside in anticipation of a liability hereunder.
            Any benefits which become payable  hereunder  shall be paid from the
            general  assets  of  the  Company.   The   Participant  and  his/her
            Beneficiary shall have only a contractual  right to the amounts,  if
            any,  payable  hereunder,  unsecured  by any  asset of the  Company.
            Nothing contained in the Plan constitutes a guarantee by the Company
            that  the  assets  of the  Company  shall be  sufficient  to pay any
            benefits to any person.

      8.03  No Right to Continuing  Service.  Nothing herein shall  constitute a
            contract of continuing service or in any manner obligate the Company
            to continue the personal  services of the  Participant,  or obligate
            the Participant to continue as a member of the Board of Directors of
            the Company, or as a limitation of the right of Company shareholders
            to terminate the services of the  Participant.  Nothing herein shall
            be construed  as fixing or  regulating  the  Director  Fees or other
            remuneration payable to the Participant.

      8.04  Offset.  If, at the time payments or installments of payments are to
            be  made  hereunder,   the  Participant,   retired   Participant  or
            Beneficiary  is  indebted  or  obligated  to the  Company,  then the
            payments   remaining  to  be  made  to  the   Participant,   retired
            Participant or Beneficiary may, at the discretion of the Company, be
            reduced by the amount of such  indebtedness or obligation.  However,
            an  election  by the  Company  not to  reduce  any such  payment  or
            payments will not  constitute a waiver of its claim,  or prohibit or
            otherwise  impair the Company's  right to offset future payments for
            such indebtedness or obligation.

      8.05  Non-assignability.  Neither  the  Participant  nor any other  person
            shall have any  voluntary  or  involuntary  right to commute,  sell,
            assign,   pledge,   anticipate,   mortgage  or  otherwise  encumber,
            transfer,  hypothecate,  or convey in advance of actual  receipt the
            amounts, if any, payable hereunder,  or any part thereof,  which are
            expressly declared to be unassignable and non-transferable.  No part
            of the amounts payable shall be, prior to actual payment, subject to
            seizure or  sequestration  for the payment of any debts,  judgments,
            alimony or separate maintenance owed by the Participant or any other
            person,  or be transferrable by operation of law in the event of the
            Participant's or any other person's bankruptcy or insolvency.

      8.06  Gender and Number.  Wherever  appropriate  herein, the masculine may
            mean feminine and the singular may mean the plural, or vice versa.

      8.07  Notice.  Any notice required or permitted to be given under the Plan
            shall be  sufficient  if in writing and hand  delivered,  or sent by
            registered or certified mail,


                                       17
<PAGE>

            and if given to the Company,  delivered to the  principal  office of
            the  Company,  directed  to  the  attention  of  the  Administrative
            Committee.  Such  notice  shall  be  deemed  given as of the date of
            delivery,  or, if delivery is made by mail,  as of the date shown on
            the postmark or the receipt for registration or certification.

      8.08  Governing  Laws.  The  Plan  shall  be  construed  and  administered
            according to the laws of the State of Illinois.

      8.09  Deferred  Compensation Plan Trust. The Company may establish a Trust
            with (an) independent trustee(s), and shall comply with the terms of
            the Trust.  The Company may transfer to the  trustee(s) an amount of
            cash,  marketable  securities,  or other property  acceptable to the
            trustee(s)  ("Trust Property") equal in value to all or a portion of
            the amount necessary, calculated in accordance with the terms of the
            Trust, to pay the Company's obligations under the Plan (the "Funding
            Amount"),  and may make additional  transfers to the trustees as may
            be necessary in order to maintain the Funding Amount. Trust Property
            so  transferred  shall  be  held,  managed,  and  disbursed  by  the
            trustee(s) in accordance  with the terms of the Trust. To the extent
            that Trust Property  shall be used to pay the Company's  obligations
            under the Plan,  such payments  shall  discharge  obligations of the
            Company;  however,  the  Company  shall  continue  to be liable  for
            amounts not paid by the Trust.  Trust Property will  nevertheless be
            subject to the  claims of the  Company's  creditors  in the event of
            bankruptcy or insolvency of the Company,  and the Director's  rights
            under  the  Plan and  Trust  shall at all  times be  subject  to the
            provisions of Section 8.02.

IN WITNESS WHEREOF,  the Company has amended and completely restated the Playboy
Enterprises,  Inc. Board of Directors' Deferred  Compensation Plan as of January
1, 2005.

                                                PLAYBOY ENTERPRISES, INC.

                                                By: Robert Campbell
                                                    ---------------

                                                Its: Treasurer
                                                     ---------


                                       18