Exhibit 10.2.1

                               FIFTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

                                                September 28, 2006

PEI Holdings, Inc.
680 North Lakeshore Drive
Chicago, Illinois 60611

Ladies and Gentlemen:

            Reference is hereby made to that certain Amended and Restated Credit
Agreement,  dated as of April 1,  2005,  among PEI  Holdings,  Inc.,  a Delaware
corporation  ("Borrower"),  the financial  institutions  from time to time party
thereto (the  "Lenders"),  and Bank of America,  N.A.,  as Agent for the Lenders
("Agent") (as amended,  supplemented or otherwise  modified to date, the "Credit
Agreement").  Unless  otherwise  defined herein,  capitalized  terms used herein
shall have the meanings provided to such terms in the Credit Agreement.

            Borrower  has  requested  that Agent and Lenders  agree to amend the
Credit Agreement in certain respects,  and Agent and Lenders have agreed to such
amendments, on the terms, and subject to the conditions, contained herein.

            Therefore, Borrower, Agent and Lenders hereby agree as follows:

            1. Amendments to Credit  Agreement.  Subject to the  satisfaction of
the  conditions  set forth in Section 3 hereof,  the Credit  Agreement is hereby
amended as follows:

            (a)  Section  6.10 of the  Credit  Agreement  is hereby  amended  by
deleting such section and replacing it with the following:

            6.10 Additional Guarantors.

            Notify  Agent at the time that any  Person  becomes  a  Wholly-Owned
      Restricted Subsidiary of Playboy; and promptly thereafter, cause each such
      Person  (a) other  than a Foreign  Subsidiary,  to become a  Guarantor  by
      executing and delivering to Agent a Loan Guaranty or Loan Guaranty joinder
      in a form  reasonably  acceptable  to  Agent,  (b)  other  than a  Foreign
      Subsidiary, to deliver to Agent documents reasonably necessary to grant to
      Agent (and  permit  Agent to perfect) a Lien on the  personal  property of
      such Person to the extent permitted  herein,  (c) to cause the appropriate
      Person to deliver to Agent a Pledge Agreement  granting to Agent a Lien on
      the Equity Interests of such Person (excluding China and Gibraltar, unless
      otherwise agreed by Agent and

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      Borrower) and (d) to deliver to Agent  documents of the types  referred to
      in clause  (iv) of  Section  4.01(a)  and  favorable  opinions  of counsel
      (including  in-house  counsel) to such Person  (which shall  cover,  among
      other things, the legality, validity, binding effect and enforceability of
      the documentation referred to in clauses (a), (b) and (c)), as applicable,
      all in form, content and scope reasonably satisfactory to Agent; provided,
      that  compliance  with clauses (b), (c) and (d) of this Section 6.10 shall
      not be required  with  respect to any Person  until 60 days after  request
      therefor  by  Agent  (which  request  may be made  by  Agent  in its  sole
      discretion).

            (b) the Schedules to the Credit  Agreement  are hereby  supplemented
with the information set forth on the corresponding Schedules attached hereto as
Exhibit A.

            2. Scope.  Except as amended hereby,  the Credit  Agreement  remains
unchanged and in full force and effect.

            3.  Effectiveness.  This Fifth  Amendment  to Amended  and  Restated
Credit Agreement (the  "Amendment")  shall be effective when executed by Lenders
and Agent and agreed to by Borrower  and  returned to Agent,  together  with the
following, all in form and substance reasonably satisfactory to Agent:

            (a) a Reaffirmation  of Guaranty  executed by each Guarantor  (other
than the Jenna Jameson Entities);

            (b) a  Joinder  and  Amendment  No. 1 to Master  Corporate  Guaranty
executed by each Jenna  Jameson  Entity,  each other Loan  Party,  Agent and the
Required Lenders;

            (c)  copies  of the  organizational  documents  and a good  standing
certificate of each Jenna Jameson  Entity,  all as certified by the Secretary of
State of Colorado;

            (d)  a  secretary's  certificate  for  each  Jenna  Jameson  Entity,
certifying  to (i) the bylaws or operating  agreement,  as  applicable,  of such
Jenna Jameson Entity,  (ii) the incumbency and signature of each officer of such
Jenna Jameson Entity signing the Guaranty on behalf of such Jenna Jameson Entity
and (iii) the resolutions of the board of directors or similar governing body of
such Jenna Jameson Entity authorizing the execution, delivery and performance of
the Guaranty to which such Jenna Jameson Entity is a party;

            (e) a work fee equal to $3,000,  for the  accounts of the Lenders in
accordance with their respective Pro Rata Shares.

            4.  Severability.  If any  provision of this  Amendment or the other
Loan  Documents  is  held  to be  illegal,  invalid  or  unenforceable,  (a) the
legality,  validity  and  enforceability  of the  remaining  provisions  of this
Amendment and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties  shall  endeavor in good faith  negotiations  to replace the
illegal, invalid, or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the illegal, invalid or


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unenforceable  provisions.  The  invalidity  of  a  provision  in  a  particular
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

            5.  Counterparts.  This  Amendment  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.


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            6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE  WITH, THE LAWS OF THE STATE OF ILLINOIS  APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED  ENTIRELY  WITHIN SUCH STATE;  PROVIDED THAT  BORROWER,
AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

                                       Very truly yours,

                                       BANK OF AMERICA, N.A., as Agent

                                       By_______________________________________
                                       Its______________________________________

                                       BANK OF AMERICA, N.A., as a Lender

                                       By_______________________________________
                                       Its______________________________________

                                       LASALLE BANK NATIONAL ASSOCIATION,
                                       as a Lender

                                       By_______________________________________
                                       Its______________________________________

ACKNOWLEDGED AND AGREED TO
THIS 28 DAY OF SEPTEMBER, 2006:

PEI HOLDINGS, INC., as Borrower

By Robert Campbell
Its Senior Vice President and Treasurer