Exhibit 10.1.1

                              FOURTH AMENDMENT TO
                     AMENDED AND RESTATED CREDIT AGREEMENT

                                                  July 21, 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) The new defined term "Jenna Jameson Entities" is hereby inserted
into Section 1.01 of the Credit Agreement in appropriate  alphabetical order, as
follows:

            "Jenna Jameson  Entities"  means,  collectively,  Club Jenna,  Inc.,
      Dolce Amore,  Inc., and EOD, Inc.,  each a Colorado  corporation and Y-Tel
      Wireless, LLC, a Colorado limited liability company.

            (b)  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 (i) at the time  that any  Person  (other  than a
      Playboy.com  Entity,  China or CJI)  becomes  a  Domestic  Restricted
      Subsidiary of Playboy,

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            (ii)  within 60 days after the  formation  of each of China and
      CJI, and (iii) within 150 days after each Playboy.com  Entity becomes
      a  Wholly-Owned   Restricted  Subsidiary  of  Playboy;  and  promptly
      thereafter  (and in any  event (x) in the case of all  Persons  other
      than  a  Playboy.com   Entity  that  is  a  Wholly-Owned   Restricted
      Subsidiary as of the Second  Amendment  Closing  Date,  China or CJI,
      within 30 days after the  applicable  notice is required to be given,
      (y) in the case of each  Playboy.com  Entity  that is a  Wholly-Owned
      Restricted  Subsidiary  as of the Second  Amendment  Closing Date and
      CJI,  no later  than May 15,  2006 and (z) in the case of each  Jenna
      Jameson  Entity,  no later than October 23, 2006),  cause 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  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.

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

            3.  Effectiveness.  This Fourth  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 a
reaffirmation of the guaranty executed by each Guarantor.

            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
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.


                                      -2-
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            6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND C0NSTRUED
IN ACCORDANCE  WITH, THE LAWS OF THE STATE OF ILLINOIS  APPLICABLE TO AGREEMENTS
MADE 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       /s/ Anne M. Zeschke
                                       ----------------------------------------
                                                 Anne M. Zeschke
                                    Its    Assistant Vice President
                                       ----------------------------------------


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

                                    By     /s/ Craig W. McGuire
                                       ----------------------------------------
                                               Craig W. McGuire
                                    Its     Senior Vice President
                                       ----------------------------------------


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                    as a Lender

                                    By       /s/ Siamak Saidi
                                       ----------------------------------------
                                                 SIAMAK SAIDI
                                    Its    ASSISTANT VICE PRESIDENT
                                       ----------------------------------------

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

PEI HOLDINGS, INC., as Borrower


By   /s/ Robert D. Campbell
   -----------------------------------
Its    Treasurer
   -----------------------------------