Exhibit 10.3

                           FIRST AMENDED AND RESTATED
                            PLAYBOY ENTERPRISES, INC.
                         1991 NON-QUALIFIED STOCK OPTION
                         PLAN FOR NON-EMPLOYEE DIRECTORS

                       Effective as of September 17, 2008

      Playboy Enterprises,  Inc., a corporation  organized under the laws of the
State of Delaware (the "Company"), hereby adopts this First Amended and Restated
Playboy Enterprises,  Inc. 1991 Non-Qualified Stock Option Plan for Non-Employee
Directors  (the  "Plan").  The  purpose of this Plan is to assist the Company in
attracting   and  retaining   dedicated  and  qualified   persons  to  serve  as
Non-Employee Directors of the Company.

                                    ARTICLE I
                                   DEFINITIONS

      Whenever the  following  terms are used in this Plan,  they shall have the
meaning specified below.

      Section 1.1 - "Board" shall mean the Board of Directors of the Company.

      Section  1.2 - "Class B Stock"  shall  mean the  Company's  Class B Common
Stock, par value $.01 per share.

      Section  1.3 - "Code"  shall  mean the  Internal  Revenue  Code of 1986 as
amended.

      Section 1.4 - "Committee" shall mean a committee comprised of such members
of the Board who are Non-employee Directors.

      Section 1.5 - "Company" shall mean Playboy Enterprises, Inc.

      Section 1.6 - "Directors" shall mean a member of the Board.

      Section 1.7 -  "Non-Employee  Director" shall mean a Director of the Board
who is not an employee of the Company within the meaning of Rule 16b-3 which has
been adopted by the  Securities  and Exchange  Commission  under the  Securities
Exchange  Act of 1934,  as amended,  as such rule or its  equivalent  is then in
effect ("Rule 16b-3").

      Section  1.8 -  "Non-Qualified  Option"  shall  mean an  option  which  is
designated as a Non-Qualified Option.

      Section 1.9 - "Option"  shall mean an option to purchase  Class B Stock of
the Company granted under the Plan.

      Section 1.10 - "Optionee"  shall mean a  Non-Employee  Director to whom an
Option is granted under the Plan.

      Section 1.11 - "Plan" shall mean this First  Amended and Restated  Playboy
Enterprises,   Inc.  1991  Non-Qualified  Stock  Option  Plan  for  Non-Employee
Directors.

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      Section 1.12 - "Secretary" shall mean the Secretary of the Company.

      Section 1.13 - "Securities  Act" shall mean the Securities Act of 1933, as
amended.

      Section 1.14 -  "Termination  of Service" shall mean the time at which the
Optionee  ceases to serve as a Director for any reason,  with or without  cause,
which includes termination by resignation, death or retirement.

                                   ARTICLE II
                         SHARES SUBJECT TO PLAN SECTION

      Section 2.1 - Shares Subject to Plan

      The shares of stock  subject to Options  shall be shares of the  Company's
Class B Stock.  The  aggregate  number of such shares,  which may be issued upon
exercise of Options, shall not exceed 80,000 shares of Class B Stock.

      Section 2.2 - Unexercised Options

      If any Option expires or is cancelled  without having been fully exercised
the number of shares  subject to such Option but as to which such Option was not
exercised  prior  to its  expiration  or  cancellation  may  again  be  optioned
hereunder, subject to the limitations of Section 2.1.

      Section 2.3 - Changes in Company's Shares

      In the event that the  outstanding  shares of Class B Stock of the Company
are hereafter changed into or exchanged for a different number or kind of shares
or other  securities  of the Company,  or of another  corporation,  by reason of
reorganization, merger, consolidation, recapitalization, reclassification, stock
split, stock dividend or combination of shares, appropriate adjustments shall be
made by the Committee in the number and kind of shares for the purchase of which
Options may be granted,  including adjustments of the limitations in Section 2.1
on the  maximum  number and kind of shares  which may be issued on  exercise  of
Options;  provided,  however,  that,  pursuant  to Treasury  Regulation  Section
1.409A-1(b)(5)(v)(D),  no such  adjustment  shall cause an existing Option to be
treated as a new Option.

                                   ARTICLE III
                               GRANTING OF OPTIONS

      Section  3.1 - There is hereby  granted  with  respect to each  person who
first becomes a Non-Employee Director of the Company after the effective date of
this Plan,  an Option to purchase  10,000 shares of Class B Stock as of the date
such person first becomes a Non-Employee Director.

                                   ARTICLE IV
                                TERMS OF OPTIONS

      Section 4.1 - Option Agreement

      Each Option shall be evidenced by a written stock option  agreement in any
form acceptable to the Committee, which shall be executed by the Optionee and an
authorized officer of the Company.

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      Section 4.2 - Option Price

      a.    The  price of the shares subject to each Option shall be 100% of the
Fair Market Value (as defined in paragraph  (b) below) of such shares at the end
of the business day of the day such Option is granted.

      b.    For  purposes of the Plan, the "Fair Market Value" of a share of the
Company's Class B Stock as of a given date shall be:

            (i) the closing  price of a share of Class B Stock on the  principal
      exchange on which shares of Class B Stock are then trading, if any, 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

            (ii) if such  Class B Stock  is not  traded  on an  exchange  but is
      quoted on NASDAQ or a successor quotation system:

                  (A) the last  sale  price  (if the  stock is then  listed as a
            National Market Issue under the NASD National Market System) or

                  (B) the mean between the closing  representative bid and asked
            prices  (in all  other  cases)  for  such  Class B Stock on the next
            preceding  date for which  transactions  were  reported by NASDAQ or
            such successor quotation system; or

            (iii) if there is no  reporting  of  transaction  on any exchange or
      quotation  system,  the fair  market  value of a share of Class B Stock as
      determined by the Board from time to time acting in good faith and, in all
      instances,   established   pursuant   to   Treasury   Regulation   Section
      1.409A-1(b)(5)(iv)(B).

      Section 4.3 - Commencement of Exercisability

            a.    Subject to the provisions of Section 4.3(b) below and 7.3,
      Options shall become exercisable at such times and in such installments as
      provided in the terms of the stock option  agreement  which is provided by
      the Committee;  provided,  however, that, to the extent necessary for this
      Plan to meet the  requirements of Rule 16b-3, no Option granted  hereunder
      shall be exercisable  for at least six (6) months (or such other period as
      may be specified in said Rule) after such Option is granted.

            b.    No portion of an Option which is unexercisable at such time as
      an Optionee ceases to be a Director of the Company shall thereafter become
      exercisable.

      Section 4.4 - Expiration of Options

      Each  Option may be  exercised  any time until the first of the  following
events, after which such Option will become unexercisable:

                  (i)   Ten (10) years  from the date the Option was  granted if
            the Optionee is still a Director of the Company.

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                  (ii)  Three (3) months  after the  Optionee's  Termination  of
            Service if such Termination of Service results from Optionee's:  (A)
            retirement or (B) removal from the Board other than for cause.

                  (iii) The effective  date of: (i) removal of the Optionee from
            the Board for cause, (ii) the Optionee's resignation from the Board,
            or (iii) a "Change of Control"  described in clauses (iv) and (v) of
            the definition of such term in Section 4.7.

                  (iv)  One (1) year after the date on which the Optionee ceases
            to be a Director of the Company by reason of having become  disabled
            (within  the  meaning of Section  22(e)(3)  of the Code);  provided,
            however,  that this  subsection (iv) shall not apply if the Optionee
            dies within said one (1) year period.

                  (v)   One (1) year from the date of the Optionee's death.

      Section 4.5 - No Additional Rights

      Nothing  in this Plan or in any stock  option  agreement  hereunder  shall
confer  upon any  Optionee  any right to  continue to serve as a Director of the
Company or shall interfere with or restrict in any way the right, which right is
hereby  expressly  reserved,  to remove any Optionee as a Director in accordance
with the By-laws and Certificate of  Incorporation of the Company and applicable
law.

      Section 4.6 - Adjustments in Outstanding Options

      In the event that the  outstanding  shares of the Class B Stock subject to
Options are changed into or exchanged  for a different  number or kind of shares
of the  Company  or  other  securities  of the  Company  by  reason  of  merger,
consolidation,  recapitalization,  reclassification, stock split, stock dividend
or combination of shares,  the Committee shall make an appropriate and equitable
adjustment in the number and kind of shares as to which all outstanding Options,
or  portions  thereof  then  unexercised,  shall  be  exercisable,  so that  the
Optionee's  proportionate  interest shall be maintained.  Such adjustment in the
Option  shall be made  without  change  in the  total  price  applicable  to the
unexercised  portion of the Option (except for any change in the aggregate price
resulting  from  rounding-off  of  share  quantities  or  prices)  and  with any
necessary  corresponding  adjustment  in the Option  price per  share.  Any such
adjustment  made by the Committee shall be final and binding upon all Optionees,
the Company, their representatives and all other interested persons.

      Section 4.7 - Change of Control

      Additionally,  in the event there is a "Change of Control" (as hereinafter
defined),  the Optionee shall have the right to exercise the Option with respect
to all shares covered by the Options held by the Optionee.

      In the event of any Change of  Control  described  in clauses  (iv) or (v)
below,  if  the  Option  has  then  neither  been  fully  exercised  nor  become
unexercisable  under  Section 4.4,  each Option shall be  exercisable  as to all
shares covered  thereby during the period  commencing  ninety (90) days prior to
the scheduled effective date of any such Change in Control and ending on the day
immediately  preceding  the effective  date of such Change of Control;  provided
that any exercise of any Option so  accelerated  shall be  conditioned  upon the
consummation of the contemplated corporate transaction.

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<PAGE>

      For  purposes  of this  Plan,  the term  "Change  of  Control"  means  the
occurrence of any of the following events:

                  (i)   Except  pursuant  to  a  transaction  described  in  the
            proviso  in Section  4.7 (iv) or (v),  Hugh M.  Hefner and  Christie
            Hefner cease  collectively  to hold over 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");

                  (ii)  Except  pursuant  to  a  transaction  described  in  the
            proviso  to  Section  4.7  (iv) or (v),  a sale,  exchange  or other
            disposition of PLAYBOY Magazine;

                  (iii) Except  pursuant  to a  transaction  described  in  the
            proviso to Section 4.7 (iv) and (v), the  liquidation or dissolution
            of the Company;

                  (iv)  The Company is merged, consolidated or reorganized  into
            or with  another  corporation  or  other  legal  persons;  provided,
            however,  that no such merger,  consolidation or reorganization will
            constitute a Change of Control if:

                        (A)   the  merger,  consolidation  or reorganization  is
                  initiated by the Company;

                        (B)   as  a result  of  such  merger,  consolidation  or
                  reorganization not less than a majority of the combined voting
                  power of the  then-outstanding  securities  of the  surviving,
                  resulting or ultimate parent corporation,  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 transaction; and

                        (C)   in connection  with such a transaction,  provision
                  is made for an  assumption  of each  Option or a  substitution
                  thereof  with a new  Option  in the  surviving,  resulting  or
                  ultimate   parent   corporation,   as  the  case  may  be,  or
                  substantially equivalent value; or

                  (v)   The  Company  sells  or  otherwise   transfers   all  or
            substantially  all of its  assets to  another  corporation  or other
            legal person; provided,  however, that no such sale or transfer will
            constitute a Change of Control if:

                        (A)   the sale or transfer is initiated by the Company;

                        (B)   as a result of such sale or transfer not less than
                  a   majority   of   the   combined   voting   power   of   the
                  then-outstanding securities of such corporation or other legal
                  person,  as the case may be,  immediately  after  such sale or
                  transfer 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 sale or transfer; and

                        (C)   in connection with such a  transaction,  provision
                  is made for an  assumption  of each  Option or a  substitution
                  thereof with a new Option in

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<PAGE>

                  such corporation or other legal person, as the case may be, of
                  substantially equivalent value.

      For purposes of this Section 4.7, any 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  1934,  as  amended)  by the  Hugh  M.  Hefner
Foundation  shall be deemed to be held by Christie  Hefner if and so long as she
has sole voting power with respect to such Voting Stock.

                                    ARTICLE V
                               EXERCISE OF OPTIONS

      Section 5.1 - Person Eligible to Exercise

            a.    Subject to Section  5.1(b)  below,  during the lifetime of the
      Optionee,  only he may exercise an Option (or any portion thereof) granted
      to him.  After the death of the Optionee,  any  exercisable  portion of an
      Option may,  within the time frame  allowed,  be exercised by his personal
      representative  or by any  person  empowered  to do so under the  deceased
      Optionee's   will  or  under  the  then  applicable  laws  of  decent  and
      distribution.

            b.    Should the Optionee be determined under applicable law to have
      become a disabled person or the equivalent thereof,  the Option may, prior
      to the time when the Option  becomes  unexercisable  under the Plan or the
      applicable stock option agreement, be exercised by the Optionee's guardian
      or by any  other  person  empowered  to do so  under  applicable  laws  of
      guardianship.

      For purposes of this Section 5.1,  "disabled  person"  shall mean a person
who (i) because of mental deterioration or physical incapacity is not fully able
to manage his person or estate or (ii) is  mentally  ill and who  because of his
mental illness is not fully able to manage his person or estate.

      Section 5.2 - Partial Exercise

      Any exercisable portion of any Option may be exercised in whole or in part
at any time during the time frame allowed; provided,  however, that each partial
exercise shall be for whole shares only.

      Section 5.3 - Manner of Exercise

      Each Option or any  exercisable  portion  thereof,  must be  exercised  by
delivery to the Secretary or his office of:

            a.    Notice in writing signed by the Optionee (or other person then
      entitled to exercise  such Option) that such Option or portion  thereof is
      being exercised; and

            b.    Payment in full for the exercised shares:

                  (i)   In cash or by certified or cashier's check; or

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<PAGE>

                  (ii)  Provided,  however,  that the  Optionee  may use  Common
            Stock in  payment of the  exercise  price only if the shares so used
            are   considered   "mature"  for  purposes  of  generally   accepted
            accounting principles, i.e.:

                        (A)   they have been held by the Optionee free and clear
                  for a least six (6)  months  prior to the use  thereof  to pay
                  part of an Option exercise price;

                        (B)   they have been  purchased by the Optionee in other
                  than a compensatory transaction; or

                        (C)   they  meet any  other  requirements  for  "mature"
                  shares as may exist on the date of the use thereof to pay part
                  of an Option exercise price, as determined by the Committee;

            further provided, however, that the Optionee may use Common Stock in
            payment of the exercise price by means of attestation to the Company
            of  his  ownership  of  sufficient  shares  in a  manner  reasonably
            acceptable  to  the  Committee.  Shares  actually  delivered  to the
            Company  (i.e.,  shares for which the  attestation  mechanism is not
            used) must be duly endorsed for transfer to the Company. Shares used
            to pay all or part of the Option  exercise  price  pursuant  to this
            provision will be credited at their Fair Market Value on the date of
            delivery; or

                  (iii) If authorized by the Committee,  by a "net exercise" via
            the forfeiture to the Company of a portion of the Option  pertaining
            to shares with a fair market  value equal to the  exercise  price of
            the portion of the Option being  exercised  plus the  applicable tax
            withholding amount; or

                  (iv)  Any  combination  of the  consideration  provided in the
            foregoing  subsections  (i)  and  (ii)  (and  if  authorized  by the
            Committee, subsection (iii)); and

            c.    Such   representations  and  documents  as  are  necessary  or
      advisable  to effect  compliance  with all  applicable  provisions  of the
      Securities  Act  and  any  other  federal  or  state  securities  laws  or
      regulations; and

            d.    Appropriate  proof of the right of such  person or  persons to
      exercise  the  Option or  portion  thereof in the event that the Option or
      portion  thereof shall be exercised  pursuant to Section 5.1 by any person
      or persons other than the Optionee; and

            e.    Full  payment  to the  Company  of all  amounts  which,  under
      federal,  state or local law, it is required to withhold  upon exercise of
      the Option.

      Section 5.4 - Share Certificates

      The shares of Class B Stock issuable and deliverable  upon the exercise of
an Option shall be fully paid and non-assessable.

      The Company shall not be required to issue or deliver any  certificate  or
certificates  for shares for stock  purchased upon the exercise of the Option or
portion thereof prior to fulfillment of all of the following conditions:

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<PAGE>

            a.    The completion of any  registration or other  qualification of
      such shares under any state or federal law or under rulings or regulations
      of the  Securities  and Exchange  Commission or of any other  governmental
      regulatory body which may be necessary or advisable; and

            b.    The  obtaining  of any  approval or other  clearance  from any
      state or federal  governmental agency which may be necessary or advisable;
      and

            c.    The  payment  to the  Company  of  all  amounts  which,  under
      federal,  state or local law, it is required to withhold  upon exercise of
      the Option.

      Section 5.5 - Rights as Stockholders

      The  holders  of  Options  shall  not be,  nor have any of the  rights  or
privileges of,  stockholders of the Company in respect of any shares purchasable
upon the  exercise  of any  part of an  Option  unless  and  until  certificates
representing such shares have been issued by the Company to such holders.

                                   ARTICLE VI
                                 ADMINISTRATION

      Section 6.1 - It shall be the duty of the Committee to conduct the general
administration  of the Plan in accordance with its provisions.  No member of the
Committee  shall be liable  for any action or  determination  made in good faith
with respect to the Plan or any Option.

                                   ARTICLE VII
                                OTHER PROVISIONS

      Section 7.1 - Options Not Transferable

      No Option or interest or right therein or part thereof shall be liable for
the debts,  contracts  or  engagements  of the  Optionee  or his  successors  in
interest  or  shall  be  subject  to   disposition   by  transfer,   alienation,
anticipation,  pledge,  encumbrance,  assignment or any other means whether such
disposition  be  voluntary  or  involuntary  or by operation of law by judgment,
levy,  attachment,  garnishment  or any  other  legal or  equitable  proceedings
(including bankruptcy),  and any attempted disposition thereof shall be null and
void and of no effect; provided, however, that nothing in this Section 7.1 shall
prevent transfers by will or by the applicable laws of descent and distribution.

      Section  7.2  -  Amendment,   Suspension  or   Termination  of  the  Plan;
Modification of Options

      The Plan  may be  wholly  or  partially  amended  or  otherwise  modified,
suspended or terminated at any time or from time to time by the Board; provided,
however,  that (a) no such amendment or modification  may become effective if it
would (i) cause this Plan to fail to meet the  applicable  requirements  of Rule
16b-3,  or  (ii)  cause  any  participant   herein  to  fail  to  qualify  as  a
"disinterested person" under Section 16 of the Exchange Act, and (b) Article III
shall in no event be  amended,  if at all,  more than once every six (6) months,
and  any  amendment  or  modification   requiring   stockholder  approval  under
applicable  provisions of Rule 16b-3 (including applicable  provisions,  if any,
with  respect to any  increase  in the  number of shares  that may be subject to
Options

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under Section 2.1) shall become  effective  only after  stockholder  approval is
obtained.  Neither the  amendment,  suspension or termination of the Plan shall,
without  the  consent  of the  holder  of  the  Option,  impair  any  rights  or
obligations  under any  Option  theretofore  granted.  No Option  may be granted
during any period of  suspension  nor after  termination  of the Plan. An Option
shall be  subject  in all  events  to that  condition  that,  if at any time the
listing,  registration or qualification of any of the Company's  securities upon
any securities exchange or under any law, regulation or other requirement of any
governmental  authority  is  necessary  or  desirable,  or that any  consent  or
approval from any  governmental  authority is necessary or  desirable,  then the
terms of any Option granted under the Plan may be modified,  without the consent
of the Optionee,  in any manner which may be the necessary or desirable in order
to  improve  the  Company's  ability  to  obtain  such  listing,   registration,
qualification, consent or approval.

      Section 7.3 - Effective Date; Approval of Plan by Stockholders

      The  effective  date of this Plan shall be the date of its adoption by the
Board.   This  Plan  will  be  submitted  for  the  approval  of  the  Company's
stockholders  within  twelve (12) months  after the date of the Board's  initial
adoption  thereof.  Options may be granted prior to such  stockholder  approval;
provided,  however, that such Options shall not be exercisable prior to the time
when the Plan is approved by the stockholders;  provided,  further, that if such
approval has not been obtained at the end of said twelve (12) month period,  all
Options  previously  granted  under the Plan shall  thereupon be  cancelled  and
become null and void.

      Section 7.4 - Effect of Plan Upon Option and Compensation Plans

      The  adoption  of this Plan  shall not affect  any other  compensation  or
incentive  plans in  effect  for the  Company.  Nothing  in this  Plan  shall be
construed to limit the right of the Company:

      (a)   to  establish  any other forms of  incentives  or  compensation  for
Directors of the Company; or

      (b)   to grant  or  assume  options  otherwise  than  under  this  Plan in
connection  with any  proper  corporate  purpose,  including,  but not by way of
limitation,   the  grant  or  assumption  of  options  in  connection  with  the
acquisition  by purchase,  lease,  merger,  consolidation  or otherwise,  of the
business, stock, or assets of any corporation, firm or association.

      Section 7.5 - No Obligation to Register

      The Company shall not be deemed,  by reason of the granting of any Option,
to have any  obligation  to register the shares of Class B Stock subject to such
Option under the  Securities  Act or to maintain in effect any  registration  of
such shares which may be made at any time under the Securities Act.

      Section 7.6 - Transfer Restrictions

      To the extent  required  for  compliance  of the Plan with any  applicable
provisions of Rule 16b-3, shares acquired upon exercise of any Option may not be
sold or otherwise  transferred for at least six (6) months (or such other period
as provided in such Rule) after such acquisition.

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