Exhibit 10.5

                   SECOND AMENDMENT TO COMMERCIAL OFFICE LEASE

      THIS SECOND AMENDMENT TO COMMERCIAL OFFICE LEASE ("Second Amendment") is
made the 3rd day of July, 2002, by and between 5055 WILSHIRE LIMITED
PARTNERSHIP, a Texas limited partnership ("Landlord") and PLAYBOY ENTERPRISES,
INC., a Delaware corporation ("Tenant").

      WHEREAS, under that certain Commercial Office Lease dated January 6, 1999,
and First Amendment to Commercial Office Lease dated November 2, 2001
(collectively, the "Lease"), by and between Landlord and Tenant, Tenant leases
approximately 21,270 rentable square feet of office space (the "Premises")
designated as Suite 800 at 5055 Wilshire located at 5055 Wilshire Boulevard, Los
Angeles, California 90036, all as more particularly described in the Lease; and

      WHEREAS, Landlord and Tenant desire to extend the Term of the Lease for an
additional three (3) months.

      NOW THEREFORE, in consideration of the rentals to be paid and the
covenants and agreements to be kept and performed by both parties hereto,
Landlord and Tenant hereby agree to amend the Lease as follows:

1.    Section 1.9 Expiration Date is deleted in its entirety and replaced with
      the following:

      "1.9 Expiration Date. September 30, 2002."

2.    Section 1.10 Term is deleted in its entirety and replaced with the
      following:

      "1.10 Term. Forty-five (45) months, beginning on the Commencement Date and
      expiring on the Expiration Date."

3.    The following language is added at the end of Section 1.11 Basic Rent:

      "Month(s)               Monthly Basic Rent             Annual Basic Rent

      43 - 45                 $59,381.33                     N/A"

4.    Condition of the Premises. Landlord and Tenant agree that Landlord has no
      obligation to construct any improvements to the Premises and that TENANT
      ACCEPTS THE PREMISES "AS IS", "WHERE IS" AND WITH ANY AND ALL FAULTS AS OF
      THE DATE OF THIS SECOND AMENDMENT. LANDLORD NEITHER MAKES NOR HAS MADE ANY
      REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE
      QUALITY, SUITABILITY OR FITNESS THEREOF OF THE PREMISES, OR THE CONDITION
      OR REPAIR THEREOF. TENANT'S OCCUPYING THE PREMISES SHALL BE CONCLUSIVE
      EVIDENCE FOR ALL PURPOSES OF TENANT'S ACCEPTANCE OF THE PREMISES IN GOOD
      ORDER AND SATISFACTORY CONDITION, AND IN A STATE AND CONDITION
      SATISFACTORY, ACCEPTABLE AND SUITABLE FOR THE TENANT'S USE PURSUANT TO THE
      LEASE.

<PAGE>

5.    Brokers. Tenant and Landlord each represent that it has not had dealings
      with a real estate broker, finder or other person with respect to this
      Second Amendment in any manner. Each party shall hold harmless the other
      party from all damages resulting from any claims that may be asserted
      against the other party by any broker, finder, or other person, with whom
      the indemnifying party purportedly has dealt.

6.    Counterclaims. As of the date of this Second Amendment, to Tenant's
      knowledge there exist no offsets, counterclaims or defenses of Tenant
      under the Lease against Landlord, and there exist no events which would
      constitute a basis for such offsets, counterclaims or defenses against
      Landlord upon the lapse of time or the giving of notice or both.

7.    Continued Effect. Except as otherwise provided in this Second Amendment,
      all other provisions of the Lease shall remain unmodified and in full
      force and effect. All terms not defined herein shall be as defined
      pursuant to the terms of the Lease.

      EXECUTED on the dates indicated below to be effective on the date first
above written.

                                            LANDLORD:

                                            5055 WILSHIRE LIMITED PARTNERSHIP,
                                            a Texas limited partnership

                                            By: L. A. WILSHIRE ONE, INC.,
                                                a Delaware corporation, its
                                                General Partner

                                                By:   /s/ Steven L. Ames
                                                      --------------------------
                                                Name: Steven L. Ames
                                                      --------------------------
                                                Title:A.V.P.
                                                      --------------------------
                                                Date: 7/3/02
                                                      --------------------------

                                            TENANT:

                                            PLAYBOY ENTERPRISES, INC.,
                                            a Delaware corporation

                                            By:   /s/ Linda Havard
                                                   -----------------------------
                                            Name: Linda Havard
                                                   -----------------------------
                                            Title:CFO
                                                   -----------------------------
                                            Date: 7-1-02
                                                  ------------------------------


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