EXHIBIT 10.9.1

                            SIXTH AMENDMENT TO LEASE

      THIS SIXTH AMENDMENT TO LEASE (this "Amendment")  entered into in Chicago,
Illinois,  effective as of the 1st day of May,  2006,  by and between  GOLUB LSP
INVESTORS,   LP,  a  Delaware  limited  partnership   ("Lessor"),   and  PLAYBOY
ENTERPRISES, INC., a Delaware corporation ("Lessee").

                                  WITNESSETH:

      A.    LaSalle National Bank, not personally, but solely as Trustee under a
Trust  Agreement  dated  December  21,  1987,  and  known  as Trust  No.  112912
("Original Lessor"), and Lessee have heretofore entered into that certain Office
Lease dated as of April 7, 1988 (the "Original Lease"),  whereby Original Lessor
leased to Lessee certain  premises in the office portion of 680 North Lake Shore
Drive, Chicago, Illinois.

      B.    Original  Lessor has  heretofore  assigned  its  interest  under the
Original  Lease to American  National  Bank and Trust  Company of  Chicago,  not
personally,  but solely as Trustee under Trust  Agreement dated May 2, 1989, and
known as Trust No. 108237-06 ("Successor Lessor").

      C.    Successor  Lessor  and  Lessee  have  heretofore  entered  into that
certain Amendment to Lease dated as of October 26, 1989 (the "First Amendment"),
that  certain  Second  Amendment  to Lease dated as of June 1, 1992 (the "Second
Amendment"),  that certain Third Amendment to Lease ("Third Amendment") dated as
of August 30, 1993, that certain Fourth Amendment to Lease ("Fourth  Amendment")
dated as of August 6, 1996,  and that certain Fifth  Amendment to Lease dated as
of March 19, 1998 ("Fifth Amendment").  The Original Lease, the First Amendment,
the Second Amendment,  Third Amendment, Fourth Amendment and Fifth Amendment are
collectively referred to herein as the "Lease".

      D.    Successor  Lessor  and  Lessee  have  heretofore  entered  into that
certain Storage Lease dated May 25, 1999 (the "Storage Lease") for storage space
in the basement of the Building, which Storage Lease is not affected hereby.

      E.    Successor  Lessor has  heretofore  assigned its  interest  under the
Lease and Storage Lease to Lessor.

      F.    Lessor  and  Lessee  now  desire to amend the Lease to  surrender  a
portion of the  Premises,  extend the term of the Lease and amend  certain other
provisions contained in the Lease, all upon the terms and provisions hereinafter
set forth.

      NOW, THEREFORE, for good and valuable consideration, the receipt and legal
Sufficiency of which are hereby acknowledged,  Lessor and Lessee hereby agree as
follows:

      1.    Definitions. Each capitalized term used in this Amendment shall have
the same meaning as is ascribed to such  capitalized  term in the Lease,  unless
otherwise provided for herein.

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      2.    Partial  Termination.  Effective  from and  after  May 1,  2006 (the
"Surrender Date"), Lessee hereby remises, releases, quitclaims and surrenders to
Lessor, its successors and assigns,  forever, all rights of Lessee in and to the
Second Additional Premises (as defined in the Fifth Amendment, which consists of
approximately  32,140  rentable  square feet on the 14th floor of the Building),
however acquired, including all of the estate and rights of Lessee in and to the
Lease as to the Second  Additional  Premises,  to have and to hold the same unto
Lessor, its successors and assigns,  forever, from and after the Surrender Date.
Additionally, effective as of the Surrender Date, the Additional Premises (which
is storage  space known as Room B-101 in the  basement of the  Building (as more
fully described in the First Amendment)) shall be released and surrendered under
the Lease and shall be added to the storage space leased pursuant to the Storage
Lease.  Accordingly,  from and after the  Surrender  Date,  the  Premises  shall
contain only 95,523  rentable  square feet.  Lessor and Lessee  acknowledge  and
agree that the Lease shall  remain in full force and effect as to such  Premises
and the Storage  Lease  shall  remain in full force and effect as to the storage
space  covered by the  Storage  Lease,  as amended.  The  Storage  Lease will be
extended by a separate  amendment to be co-terminus  with the Term of the Lease,
as extended by this  Amendment,  and shall be amended to include the  Additional
Premises surrendered hereunder effective as of the Surrender Date.

      The reduction in Base Rent and Rent Adjustment,  as well as recognition of
the Sublease (as  hereinafter  defined),  are each effective as of the Surrender
Date, as more fully  provided  below.  Lessee has made payments of Base Rent and
Rent  Adjustment  in excess of the  amounts due under this  Amendment  after the
Surrender  Date and has  collected  sums under the Sublease  after the Surrender
Date. Additionally,  Lessee has made payments of Taxes for the Second Additional
Premises on a "year-of-payment" basis as provided in the Fifth Amendment. Lessor
and Lessee shall  calculate the refund due Lessee for such  overpayments of Base
Rent and Rent Adjustment,  less amounts  collected under the Sublease by Lessee,
and Lessor shall pay Lessee any such sum within thirty (30) days  following such
determination.  Without  limiting the  generality of the effect of the foregoing
reconciliation,  Lessor  acknowledges that Lessee has previously paid $60,505.09
representing the allocable  portion of the first  installment 2005 tax bill with
respect to the Second Additional Premises. When the second installment 2005 bill
is received (expected in August or September 2006), the total taxes allocable to
the Second Additional Premises will be determined, and Lessee is responsible for
4/12 thereof (i.e.,  through April 30). If 4/12 of such total taxes allocable to
the Second Additional Premises is more than $60,505.09,  Lessee shall pay Lessor
the  difference,  or if  4/12  of  such  total  taxes  allocable  to the  Second
Additional  Premises  is less  than  $60.505,09,  Lessor  shall pay  Lessee  the
difference. Except for such determination, Lessee will not owe any further taxes
with respect to the Second Additional Space, and Lessor specifically will not be
entitled to claim in 2007 that Lessee owes taxes for the space  attributable  to
2006.

      3.    Return of Second  Additional  Premises. Lessor and Lessee agree that
the Lease is to be cancelled and terminated  and the Term thereof  brought to an
end as of the Surrender Date with respect to the Second Additional Premises with
the  same  force  and  effect  as if the  Term of the  Lease  were in and by the
provisions  thereof  fixed to expire on the  Surrender  Date with respect to the
Second  Additional  Premises.  Without limiting the generality of the foregoing,
Lessee agrees to quit and surrender to Lessor,  on or before the Surrender Date,
the Second  Additional  Premises  in broom  clean  condition  and  otherwise  in
accordance  with the  provisions of Section 9 of the Lease and that Lessor shall
have the right to re-enter upon the Second

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Additional Premises as of the Surrender Date, as fully as it would or could have
done if that were the date provided for the expiration of the Term of the Lease.

      Notwithstanding the foregoing, however, Lessor and Lessee acknowledge that
a portion of the Second Additional Premises  consisting of approximately  12,066
rentable square feet (the "Subleased Premises") has been previously subleased by
Lessee to Sublessee  pursuant to February 9, 2004 (the  "Sublease").  Lessor and
Sublessee  are  simultaneously   entering  into  a  recognition  and  attornment
agreement  pursuant to which  Lessor will  recognize  the  Sublessee as a direct
lessee of Lessor effective as of the Surrender Date and,  accordingly,  Lessee's
surrender  obligations hereunder with respect to the Subleased Premises shall be
subject to said Sublease as recognized by Lessor. In the event of any default by
Sublessee  with respect to the  Subleased  Premises from and after the Surrender
Date,  Lessee shall not have liability with respect thereto.  Additionally,  the
remaining portion of the Second Additional Premises, consisting of approximately
20,074 rentable square feet  ("Temporary  Space"),  shall be subject to Lessee's
continued occupancy as provided under Section 14 below.

      4.    Extension  of Term.  The Term of the  Lease is  hereby  extended  to
August 31, 2022  ("Extended  Expiration  Date"),  unless  sooner  terminated  or
extended in accordance with the terms of the Lease, as amended hereby.

      5.    Base  Rent.  Effective  as of May 1,  2006,  Base Rent due under the
Lease shall be the amounts set forth in the following schedule and shall be paid
in accordance with the provisions of the Lease:

                        ANNUAL         MONTHLY
     PERIOD           BASE RENT*      BASE RENT*
----------------    -------------    -----------
5/1/06 - 8/31/07    $  955,230.00    $ 79,602.50
9/1/07 - 8/31/08    $1,313,441.28    $109,453.44
9/1/08 - 8/31/09    $1,361,202.72    $113,433.56
9/1/09 - 8/31/10    $1,408,964.28    $117,413.69
9/1/10 - 8/31/11    $1,456,725.72    $121,393.81
9/1/11 - 8/31/12    $1,504,487.28    $125,373.94
9/1/12 - 8/31/13    $1,552,248.72    $129,354.06
9/1/13 - 8/31/14    $1,600,010.28    $133,334.19
9/1/14 - 8/31/15    $1,647,771.72    $137,314.31
9/1/15 - 8/31/16    $1,695,533.28    $141,294.44
9/1/16 - 8/31/17    $1,743,294.72    $145,274.56
9/1/17 - 8/31/18    $1,791,056.28    $149,254.69

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                        ANNUAL         MONTHLY
     PERIOD           BASE RENT*      BASE RENT*
----------------    -------------    -----------
9/1/18 - 8/31/19    $1,838,817.72    $153,234.81
9/1/19 - 8/31/20    $1,886,579.28    $157,214.94
9/1/20 - 8/31/21    $1,934,340.72    $161,195.06
9/1/21 - 8/31/22    $1,982,102.28    $165,175.19

*Before abatement

      Notwithstanding  anything contained in this Lease to the contrary, so long
as Lessee is not in default  under  this  Lease,  as  amended,  Lessee  shall be
entitled  to an  abatement  of 50% of Base Rent for the  seventy-two  (72) month
period  commencing  on September 1, 2007,  and ending August 31, 2013 (the "Rent
Abatement  Period").  The  total  amount  of Base Rent  abated  during  the Rent
Abatement  Period is herein  collectively  referred to as the "Abated Rent".  If
Lessee is in default at any time during the Term and fails to cure such  default
within the  applicable  cure period under the Lease,  if any, the Rent Abatement
Period shall be deemed ended as of the date of such  Default and  expiration  of
any applicable cure periods, if any. Termination of the Rent Abatement Period in
the event of a Default  shall not limit or affect any of Lessor's  other rights,
pursuant to this Lease or at law or in equity.

      6.    Rent  Adjustment.  From the date  hereof  through  August 31,  2007,
Lessee  shall  continue  to pay  Lessor  Rent  Adjustment  for the  Premises  in
accordance  with  Section 2 of the Lease.  Effective  as of  September  1, 2007,
Lessee shall pay to Lessor Rent  Adjustment for the Premises in accordance  with
Section 2 of the Lease,  except,  however,  the definition of Expenses and Taxes
set  forth in Sections 2.A(iv) and 2.A(v), respectively, of the Lease are hereby
replaced with the definition of "Expenses" and "Taxes" set forth in Section 4(b)
of the Fifth Amendment,  it being the intent that the definition of Expenses and
Taxes shall be  applicable to the entire  Premises  effective as of September 1,
2007. Additionally, Lessor and Lessee acknowledge and agree that effective as of
the Surrender Date Rent Adjustment  payments shall be appropriately  adjusted to
reflect the partial termination under Section 2 above.

      7.    Condition of Premises. Lessee accepts the Premises in their "as is",
"where is" physical condition, and Lessee acknowledges that no promise of Lessor
to alter, remodel,  improve, repair or decorate the Premises or any part thereof
or any portion of the  Building  has been made,  except,  however  Lessor  shall
provide to Lessee Lessor's Contribution as provided in Exhibit A attached hereto
(the  "Workletter")  and Lessor  acknowledges  that Lessee will be  constructing
certain improvements in the Premises in accordance with said Workletter.

      8.    Expansion Option.  All expansion options granted to Lessee under the
Lease, including,  without limitation,  any and all expansion options, rights of
first refusal or rights of first offer, are hereby deleted in their entirety and
the following, along with Lessee's rights granted under Section 9 and Section 10
below, are substituted in their place and stead:

            (a)   Lessor  hereby  grants to Lessee  one (1) option to expand the
      Premises (the  "Expansion  Option") by between 17,500 rentable square feet
      and 19,250 rentable square

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<PAGE>

      feet (the "Expansion  Premises"),  effective as of the Expansion  Premises
      Commencement  Date (as  hereinafter  defined) and expiring on the Extended
      Expiration Date,  unless sooner  terminated or extended in accordance with
      the terms of the Lease, as amended  hereby,  under the following terms and
      conditions.  The  Expansion  Premises  shall be  located on any of the 8th
      through the 14th floors of the Building.

            (b)   Lessee may, by written notice (the "Expansion Inquiry Notice")
      given to Lessor no sooner than October 1, 2009, and no later than November
      15,  2009,  request  Lessee's  terms  and  conditions  for a lease  of the
      Expansion Premises. If Lessee timely delivers the Expansion Inquiry Notice
      to Lessor,  Lessor shall,  no later than November 30, 2009,  notify Lessee
      ("Lessor's  Notice") of the  precise  location  and area of the  Expansion
      Premises, the commencement date of the Lease with respect to the Expansion
      Premises and the Base Rent for the Expansion Premises. The rentable square
      footage of the Expansion Premises shall be determined by Lessor within the
      range identified above. The commencement date of the Lease with respect to
      the Expansion  Premises shall no sooner than January 1, 2011, and no later
      than March 31, 2011.  Base Rent for the Expansion  Premises shall be equal
      to the Fair Market Base Rental (as  hereinafter  defined and  determined),
      including  the Fair  Market Base Rental  Escalation  Rate (as  hereinafter
      defined and  determined),  for the Expansion  Premises for the  applicable
      term of the Lease for the  Expansion  Premises.  After receipt of Lessor's
      Notice, if Lessee disagrees with Lessor's determination of the Fair Market
      Base Rental or Fair Market Base Rental  Escalation Rate, Lessor and Lessee
      shall  negotiate in good faith to agree upon a Fair Market Base Rental and
      Fair Market Base Rental  Escalation  Rate.

            (c)   Lessee may elect by written  notice (the  "Expansion  Notice")
      given to Lessor at any time, but no later than January 1, 2010, time being
      of the essence,  to (i) not exercise the Expansion  Option,  (ii) exercise
      the Expansion Option and accept the terms set forth in Lessor's Notice (or
      as otherwise  agreed  during  negotiations  as provided  above),  or (iii)
      exercise the Expansion Option but submit the  determination of Fair Market
      Base  Rental  and/or  Fair  Market  Base  Rental  Escalation  Rate for the
      Expansion  Premises  to  arbitration  as  provided  in  Section  13 below.
      Lessee's  election  shall be  irrevocable  once made.  If Lessee  fails to
      timely  exercise the Expansion  Option,  Lessee's  rights  hereunder  with
      respect to the Expansion  Option shall  terminate and Lessor shall have no
      further obligation hereunder with respect thereto.

            (d)   If Lessee timely exercises the Expansion  Option,  then Lessor
      shall deliver  possession of the Expansion Premises to Lessee on or before
      the commencement date stated in Lessor's Notice,  provided,  however, that
      in no event  shall  Lessor  be  liable  to  Lessee  if Lessor is unable to
      deliver  possession of the Expansion  Premises on or before the designated
      commencement  date for causes  outside  of  Lessor's  reasonable  control,
      including the hold over of any existing occupant,  provided, however, that
      in any event,  Lessor  shall use all  commercially  reasonable  efforts to
      obtain possession,  including an eviction action, if reasonably necessary.
      Effective  as of the  date of such  delivery  to  Lessee  (the  "Expansion
      Premises  Commencement Date"), the Expansion Premises shall be included in
      the  Premises  and shall be subject to all of the  terms,  conditions  and
      provisions of the Lease, as amended, except as follows:

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<PAGE>

                  (i)   The rentable area of the Premises  shall be increased by
            the  rentable  square feet of the  Expansion  Premises  and Lessee's
            Proportionate Share shall be increased accordingly;

                  (ii)  Base  Rent for the  Expansion  Premises  shall be as set
            forth in Lessor's Notice or as otherwise determined hereunder; and

                  (iii) Lessee shall take  possession of the Expansion  Premises
            in an "as is" condition.

            (e)   Lessee's right to exercise the Expansion  Option is contingent
      upon  Lessee not being in  Default  under the  Lease,  as amended  hereby,
      either on the date that Lessee  exercises such Expansion Option or, unless
      waived in writing by Lessor for purposes of the Expansion  Option,  on the
      date that  otherwise  would have been the  commencement  date of the lease
      term for the  Expansion  Premises.  If Lessee is not in Default  under the
      Lease,  as amended  hereby,  on the date Lessee  exercises  such Expansion
      Option but is so in Default on the date that otherwise would have been the
      commencement date of the lease term for the Expansion  Premises and Lessor
      does not waive in writing  such  Default  for  purposes  of the  Expansion
      Option,  then,  notwithstanding  Lessee's timely exercise of the Expansion
      Option,  Lessee shall have no right to lease such Expansion  Premises as a
      result of Lessee's exercise of such Expansion Option.

            (f)   If Lessee  exercises the Expansion  Option,  Lessor and Lessee
      shall execute and deliver an amendment to the Lease  reflecting  the lease
      by Lessor to Lessee of the Expansion Premises on the terms provided above,
      which amendment shall be executed and delivered  promptly after Lessee and
      Lessor  agree on the Fair  Market  Base Rental and Fair Market Base Rental
      Escalation Rate.

            (g)   The Expansion Option shall automatically  terminate and become
      null and void and of no force or effect  upon the  earlier to occur of (i)
      the  expiration  or  termination  of  the  Lease,  as  amended,  (ii)  the
      termination of Lessee's right to possession of the Premises,  or (iii) the
      failure of Lessee to timely or properly  exercise such  Expansion  Option.
      The Expansion Option is personal to Lessee (and to any parent,  subsidiary
      or  affiliate  of Lessee to which the Lease is  assigned  pursuant  to the
      terms and  conditions  of the Lease) and shall not be assignable by Lessee
      separately from the Lease.

            (h)   The Expansion  Option shall not be deemed  altered or affected
      by Lessee's lease of any First  Opportunity Space under Section 9 below or
      any First  Offer  Space  under  Section  10 below  unless,  as a result of
      Lessee's  exercise of such rights,  insufficient  space remains on the 8th
      through 14th floors of the Building.

      9.    Opportunity Notice.

            (a)   In  the month of January  2008,  and in each  January  falling
      within the Term hereof (not  including,  however,  the final two  Januarys
      falling  within the Term hereof  (i.e.,  not  including  January  2021 and
      January 2022,  and January of 2026 and January 2027 in the event the First
      Option to Extend is  exercised  and January  2031 and January  2032 if the
      Second  Option to Extend is  exercised)),  Lessor shall  notify  Lessee in
      writing

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<PAGE>

      (the  "Opportunity  Notice")  of any  contiguous  space on any of floors 8
      through 14 of the Building  containing 10,000 rentable square feet or more
      that is then  available  for lease  (i.e.,  not under  lease,  subject  to
      renewal  or  expansion   options  in  any  lease  or  then  under  current
      negotiations)  (each such space  identified  by Lessor in the  Opportunity
      Notice  being  herein  referred to as a "First  Opportunity  Space").  If,
      within  fifteen (15) business days after the delivery of such  Opportunity
      Notice,  Lessee shall give Lessor written notice ("Interest  Notice") that
      Lessee elects to negotiate a lease of one or more of the First Opportunity
      Spaces  identified in the Opportunity  Notice,  Lessor shall not offer the
      applicable First  Opportunity Space for rent to a third party for at least
      fifteen (15) business days after  receipt of the Interest  Notice.  Lessor
      and Lessee agree to negotiate  in good faith and that in  negotiating  the
      terms of the  lease of such  First  Opportunity  Space  identified  in the
      Interest  Notice,  Base  Rent  shall be at the Fair  Market  Base  Rental,
      including the Fair Market Base Rental  Escalation  Rate for the applicable
      First  Opportunity  Space.  Lessee may only lease an entire,  but not less
      than the entire,  First  Opportunity  Space  identified in the Opportunity
      Notice. If Lessee does not timely deliver an Interest Notice or if, within
      fifteen  (15)  business  days  following  Lessor's  receipt of an Interest
      Notice,  the parties shall fail to agree on the terms of a lease therefor,
      Lessor may lease such space to a third party on such terms and  conditions
      as Lessor may desire; provided,  however, that if such space is not leased
      by the time the next Opportunity Notice is required hereunder,  such space
      shall then again be listed on the Opportunity Notice.

            (b)   Lessee's right to lease any First  Opportunity Space hereunder
      is contingent upon Lessee not being in Default under the Lease, as amended
      hereby,  either on the date that Lessee  delivers the Interest  Notice or,
      unless  waived in writing by Lessor for purposes of the lease of the First
      Opportunity  Space  hereunder,  on the date that otherwise would have been
      the  commencement  date  of the  lease  term  for  the  appropriate  First
      Opportunity Space. If Lessee is not in Default under the Lease, as amended
      hereby,  on the date  Lessee  delivers  the  Interest  Notice but is so in
      Default on the date that otherwise would have been the  commencement  date
      of the lease  term for the First  Opportunity  Space and  Lessor  does not
      waive in  writing  such  Default  for  purposes  of the  lease  any  First
      Opportunity  Space  hereunder,   then,   notwithstanding  Lessee's  timely
      delivery of the Interest Notice,  Lessee shall have no right to lease such
      First Opportunity Space.

            (c)   If Lessee leases any First Opportunity Space hereunder, Lessor
      and Lessee shall execute and deliver an amendment to the Lease  reflecting
      the lease by Lessor to Lessee of the applicable First Opportunity Space on
      the terms provided above,  which amendment shall be executed and delivered
      promptly  after Lessor and Lessee agree upon the terms for the  applicable
      First Opportunity Space.

            (d)   Lessee's rights  hereunder shall  automatically  terminate and
      become  null and void and of no force or effect  upon the earlier to occur
      of (i) the expiration or termination  of the Lease,  as amended,  (ii) the
      termination  of Lessee's  right to possession of the Premises or (iii) the
      failure by Lessee to timely or properly  exercise such right (solely as to
      the space  specified in the  Opportunity  Notice,  but not as to any other
      space  in  the  Building  and  only  until  the  space  otherwise  becomes
      available, whether upon

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<PAGE>

      termination  in the case of a lease of such space or inclusion in the next
      due Opportunity Notice).  Lessee's rights hereunder are personal to Lessee
      (and to any parent,  subsidiary  or affiliate of Lessee to which the Lease
      is assigned  pursuant to the terms and  conditions of the Lease) and shall
      not be assignable by Lessee separately from the Lease.

      10. Right of First Offer.  Lessee shall have the right of first offer (the
"Right  of First  Offer")  as  hereinafter  described  to lease any space on the
fourteenth  (14th)  floor of the Building  ("First  Offer  Space")  which Lessor
proposes to lease for a term commencing  during the First Offer Period and which
has not been previously  included in the Premises.  For purposes of this Section
10, the term "First Offer Period"  shall mean the period  commencing on the date
hereof  and  continuing  thereafter  during  the  Term  of  this  Lease  and any
extensions and renewals;  provided,  however,  that the First Offer Period shall
not  include the last two (2) years of the Term or the last two (2) years of any
extension or renewal term  thereafter.  The lease of any First Offer Space shall
be for a term beginning on the First Offer Space Commencement Date (as hereafter
defined)  for such  First  Offer  Space and  ending  contemporaneously  with the
expiration of the Term and any renewals or extensions,  unless sooner terminated
as  provided  in the Lease,  as  amended.  The Right of First  Offer  hereunder,
however, shall not be applicable to the first lease of each portion of the First
Offer Space entered into by Lessor after the date hereof (i.e.,  the first lease
of the First Offer Space after  surrender of the Second  Additional  Premises by
Lessee under Section 3 above).  Further,  the Right of First Offer is subject to
Lessor's  right to renew or extend  the lease of or enter  into a new lease with
any lessee  occupying  any portion of any First Offer Space even if not pursuant
to an option contained in its lease. The Right of First Offer is also subject to
any  rights or options to lease  granted to third  parties  prior to the date of
this Lease and the rights of third parties who are parties to leases dated after
the date of this Lease whose leased  premises were offered to Lessee pursuant to
this Section,  but waived or deemed  waived by Lessee  pursuant to this Section.
The Right of First  Offer is  exercisable  at the  following  times and upon the
following conditions:

            (a)   Upon  Lessor  receiving  a  written  counter   proposal/offer,
      generating a revised  proposal or  developing a space plan for any portion
      of the First  Offer  Space  during the First Offer  Period,  Lessor  shall
      provide  written  notice thereof to Lessee  ("Lessor's  Notice") and shall
      include in  Lessor's  Notice an offer to Lessee to lease such First  Offer
      Space at the Fair  Market  Base  Rental,  including  the Fair  Market Base
      Rental Escalation Rate, and shall also include in Lessor's Notice the date
      of  commencement  of the term of the lease of such First  Offer Space (the
      "Effective  Date").  Lessee shall have a period of ten (10)  business days
      after the date of delivery of Lessor's Notice to notify Lessor  ("Lessee's
      Notice")  whether  Lessee elects to exercise the right  granted  hereby to
      lease such First  Offer  Space.  Lessee may only elect to lease the entire
      First Offer Space described in Lessor's Notice,  and if Lessor is offering
      space in addition to the First Offer Space, Lessee may only elect to lease
      the entire space being offered by Lessor. If Lessee fails to give Lessee's
      Notice to Lessor within  the required ten (10) business day period. Lessee
      shall be deemed to have failed to  exercise  its right to lease such First
      Offer Space.

            (b)   If Lessee fails to exercise its right to lease any First Offer
      Space,  Lessor  shall  have the right to lease all or any  portion of such
      First  Offer Space to any  prospective  tenant or others on such terms and
      provisions as may be acceptable to Lessor and such prospective  tenant for
      a twelve (12) month period following the date of Lessor's Notice

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      and Lessee shall have no further  Right of First Offer to lease such First
      Offer Space during said twelve (12) month period.

            (c)   If Lessee  timely  exercises  the Right of First  Offer,  then
      Lessor shall  deliver  possession of the  applicable  First Offer Space to
      Lessee on or before  the  commencement  date  stated in  Lessor's  Notice,
      provided,  however,  that in no event shall  Lessor be liable to Lessee if
      Lessor is unable to deliver possession of the Applicable First Offer Space
      on or before  the  designated  commencement  date for  causes  outside  of
      Lessor's  reasonable  control,  including  the hold  over of any  existing
      occupant,  provided,  however,  that in any  event,  Lessor  shall use all
      commercially  reasonable  efforts  to  obtain  possession,   including  an
      eviction action, if reasonably necessary. Effective as of the date of such
      delivery to Lessee (each  applicable  date being  herein  referred to as a
      "First Offer Space  Commencement  Date"), the applicable First Offer Space
      shall be  included  in the  Premises  and shall be  subject  to all of the
      terms,  conditions  and  provisions  of the Lease,  as amended,  except as
      follows:

                  (i)   The rentable area of the Premises  shall be increased by
            the  rentable  square feet of the  applicable  First Offer Space and
            Lessee's Proportionate Share shall be increased accordingly;

                  (ii)  Base Rent for the applicable  First Offer Space shall be
            as set  forth in  Lessor's  Notice,  subject  to  Lessee's  right to
            negotiate and, if elected,  arbitrate same pursuant to Section 13(b)
            below, or as otherwise determined hereunder; and

                  (iii) Lessee shall take  possession  of the  applicable  First
            Offer Space in an "as is" condition.

            (d)   Lessee's  right  to  exercise  the  Right  of  First  Offer is
      contingent  upon Lessee not being in Default  under the Lease,  as amended
      hereby, either on the date that Lessee exercises such Right of First Offer
      or,  unless waived in writing by Lessor for purposes of the Right of First
      Offer, on the date that otherwise would have been the commencement date of
      the lease term for the applicable  First Offer Space.  If Lessee is not in
      Default under the Lease, as amended hereby,  on the date Lessee  exercises
      such Right of First Offer but is so in Default on the date that  otherwise
      would have been the commencement date of the lease term for the applicable
      First Offer Space and Lessor  does not waive in writing  such  Default for
      purposes  of the  Right of First  Offer,  then,  notwithstanding  Lessee's
      timely exercise of the Right of First Offer, Lessee shall have no right to
      lease such applicable  First Offer Space as a result of Lessee's  exercise
      of such Right of First Offer.

            (e)   If Lessee  exercises  the  Right of First  Offer,  Lessor  and
      Lessee shall execute and deliver an amendment to the Lease  reflecting the
      lease by Lessor to Lessee of the applicable First Offer Space on the terms
      provided above,  which amendment shall be executed and delivered  promptly
      after Lessee delivers Lessee's Notice to Lessor.

            (f)   The Right of First Offer  shall  automatically  terminate  and
      become  null and void and of no force or effect  upon the earlier to occur
      of (i) the expiration or

                                        9

<PAGE>

      termination  of the Lease,  as amended,  (ii) the  termination of Lessee's
      right to  possession  of the  Premises  or (iii) the  failure of Lessee to
      timely or properly  exercise  such Right of First Offer  (solely as to the
      space specified in Lessor's  Notice,  and not as to any other space in the
      Building and only until the space otherwise comes available,  whether upon
      termination in the case of a lease of such space, or Lessor's  decision to
      remarket  the space).  The Right of First Offer is personal to Lessee (and
      to any parent,  subsidiary  or  affiliate  of Lessee to which the Lease is
      assigned  pursuant to the terms and conditions of the Lease) and shall not
      be assignable by Lessee separately from the Lease.

      11.  Extension  Option.  All extension   rights set forth in the Lease are
hereby  deleted in their  entirety and the following is substituted in its place
and stead:

            (a)   Subject to the terms,  conditions and limitations set forth in
      this  Section  11,  Lessee is hereby  granted  the  option to extend  (the
      "Option to Extend")  the Term of the Lease for two (2)  renewal  terms  of
      five (5) years each  commencing  September  1, 2022 (the "First  Extension
      Term  Commencement  Date"),  and  expiring  August  31,  2027 (the  "First
      Extension Term"), and commencing  September 1, 2027 (the "Second Extension
      Term  Commencement  Date"),  and  expiring  August 31,  2032 (the  "Second
      Extension Term"), on the same terms and conditions as are contained in the
      Lease, as amended hereby, except as follows:

                  (i)   Lessor shall be under no  obligation  to make or pay for
            any further improvements to the Premises;

                  (ii)  Lessee  shall have no further  rights under this Section
                        11; and

                  (iii) Commencing  as of the first  day of the First  Extension
            Term or Second  Extension  Term,  as the case may be,  Base Rent and
            Rent  Adjustments  for the first  Lease Year of the First  Extension
            Term or Second  Extension Term, as the case may be shall be equal to
            ninety-two  and  one-half  percent  (92.5%) of the then current Fair
            Market Base Rental plus  Lessee's  Proportionate  Share of Taxes and
            Expenses  allocable  to the  Premises,  increased by the Fair Market
            Escalation Rate on each September 1 thereafter  during the remainder
            of the Extension Term.

            (b)   Notwithstanding  anything to the  contrary  contained  in this
      Section  11,  Lessee's  right to  exercise  the Option to Extend  shall be
      contingent  upon Lessee not being in Default  under the Lease,  as amended
      hereby,  either on the date that Lessee exercises the Option to Extend or,
      unless  waived in writing by Lessor for  purposes of the Option to Extend,
      on the First  Extension Term  Commencement  Date or Second  Extension Term
      Commencement  Date,  as the case may be. If Lessee is not in Default under
      the Lease, as amended hereby on the date that Lessee  exercises the Option
      to Extend but is so in Default on the First  Extension  Term  Commencement
      Date or Second Extension Term  Commencement  Date, as the case may be, and
      Lessor does not waive in writing  such  Default for purposes of the Option
      to  Extend,  then,  notwithstanding  Lessee's  exercise  of the  Option to
      Extend,  the Option to Extend shall be deemed to be  terminated  and of no
      force and effect and the Term of the Lease shall  expire or be  terminated
      in  accordance  with terms of the Lease as if Lessee had not been  granted
      the Option to Extend pursuant

                                       10

<PAGE>

      to this Section 11.

            (c)   Lessee may, by notice  given to Lessor not later than  January
      1, 2021,  with  respect to the First  Extension  Term and January 1, 2026,
      with respect to the Second Extension Term request Lessor to provide Lessee
      with Lessor's determination of the Fair Market Base Rental and Fair Market
      Base  Rental  Escalation  Rate  in  effect  on the  First  Extension  Term
      Commencement Date or Second Extension Term Commencement  Date, as the case
      may be, and, in such case, Lessor shall provide Lessee with written notice
      ("Lessor's  Extension  Notice")  of such  determination  within  ten  (10)
      business days after receipt of Lessee's request. After receipt of Lessor's
      determination  of the Fair  Market Base Rental and Fair Market Base Rental
      Escalation  Rate, if Lessee  disagrees with same,  Lessor and Lessee shall
      negotiate  in good faith to mutual  agree upon the Fair Market Base Rental
      and Fair  Market  Base  Rental  Escalation  Rate.

            (d)   Lessee may elect by written notice ("Lessee's Extension Option
      Exercise  Notice") on or before  March 1, 2021,  with respect to the First
      Extension  Term and March 1, 2026,  with  respect to the Second  Extension
      Term, time being of the essence, to (i) not exercise the Option to Extend,
      (ii)  exercise  the  Option to Extend  and  accept  the terms set forth in
      Lessor's  Extension Notice (or as otherwise agreed to during  negotiations
      as provide  above) or (iii)  exercise  the Option to Extend but submit the
      determination  of Fair Market  Base Rental  and/or Fair Market Base Rental
      Escalation Rate to arbitrations as provided in Section 13 below.  Lessee's
      election  shall be  irrevocable  once  made.  If  Lessee  fails to  timely
      exercise the Option to Extend, then Lessee's rights hereunder with respect
      to the Option to Extend  shall  terminate  and be of no  further  force or
      effect.

      12.   Contraction  Options.  All contraction and early termination  rights
set forth in the Lease are hereby deleted in their entirety and the following is
substituted in its place instead:

            (a)   Provided that Lessee is not in Default hereunder, Lessee shall
      have the options to exclude from the  Premises  (i) up to 20,000  rentable
      square feet (the "First  Contraction  Option")  effective as of August 31,
      2012 (the "First  Contraction Date") and (ii) up to 20,000 rentable square
      feet (the "Second  Contraction  Option";  the First Contraction Option and
      the  Second  Contraction  Option are  hereinafter  each  referred  to as a
      "Contraction  Option")  effective  as of  August  31,  2017  (the  "Second
      Contraction  Date"; the First Contraction Date and the Second  Contraction
      Date are hereinafter each referred to as a "Contraction Date").

            (b)   The First  Contraction  Option  may be  exercised  by  written
      notice  given by Lessee to Lessor no later than  February 28, 2011 ("First
      Contraction Notice"),  time being of the essence,  which First Contraction
      Notice shall include  Lessee's  designation of the portion of the Premises
      as to which the First  Contraction  Option is being  exercised (the "First
      Contraction  Space").  The Second  Contraction  Option may be exercised by
      written  notice given by Lessee to Lessor no later than February 28, 2016,
      time being of the essence,  which Second  Contraction Notice shall include
      Lessee's designation of the portion of the Premises as to which the Second
      Contract Option is being exercised (the "Second  Contraction  Space";  the
      First Contraction  Space and the Second  Contraction Space are hereinafter
      each referred to as a "Contraction Space"). Each Contraction

                                       11

<PAGE>

      Space  shall be one  horizontally  contiguous  space no more  than  20,000
      rentable  square feet and shall all be configured  in a manner  satisfying
      all  applicable  city and fire  codes,  having  reasonable  access  to the
      elevator,  lobby  and  other  common  areas on such  floor  as  reasonably
      determined by Lessee,  subject,  however,  to the  reasonable  approval of
      Lessor and  Lessor's  architect  as to the  marketability  and  commercial
      reasonableness of the configuration, Lessor acknowledging, however, that a
      proposed configuration which does not include any windows will nonetheless
      still be  marketable  and  commercially  reasonable  so long as a building
      permit for office use can be issued for such space.

            (c)   If Lessee timely exercises a Contraction Option,  Lessee shall
      pay to Lessor a fee (the  "Termination  Fee"),  determined as  hereinafter
      provided.  The  Termination  Fee shall be paid no later  thirty  (30) days
      prior to the applicable  Contraction  Date. The  Termination  Fee shall be
      equal to (i) $86.67 per rentable square foot of the Contraction Space with
      respect  to the First  Contraction  Option and (ii)  $55.16  per  rentable
      square foot of the Contraction  Space for the Second  Contraction  Option,
      plus, in both  cases,  two (2) times the monthly  installment of Base Rent
      and Rent  Adjustment  due and payable in  connection  with the  applicable
      Contraction  Space for the month in which the applicable  Contraction Date
      occurs.  In addition,  Lessee  shall pay the costs  incurred to demise the
      Construction  Space and  construct the required  multi-tenant  corridor or
      other common area improvements on such floor as reasonably  determined and
      designed  by Lessee,  subject  to the  reasonable  approval  of Lessor and
      Lessor's  architect.  Also in addition,  if any portion of the Contraction
      Space  includes  the  stairway  between  the 15th and 16th  floors  of the
      Premises,  then Lessee shall  reimburse  Lessor for 50% of all  reasonable
      costs and expenses  incurred by Lessor in  demolishing  said  stairway and
      restoring the floor slab between the 15th and 16th floors of the Building.

            (d)   If Lessee  exercises the  Contraction  Option,  the Lease,  as
      amended,  shall terminate as to the applicable Contraction Space as though
      it had  expired  by lapse of time,  Lessee  shall  return  the  applicable
      Contraction  Space  to  Lessor  on  the  applicable  Contraction  Date  in
      accordance with the  requirements of the Lease, as amended,  and effective
      as of the  applicable  Contraction  Date:

                  (i)   Base  Rent for the  remaining  balance  of the  Premises
            shall be proportionately reduced; and

                  (ii)  the  rentable  square  feet  of the  Premises  shall  be
            reduced by the rentable  square feet of the  applicable  Contraction
            Space and Lessee's Proportionate Share shall be reduced accordingly.

            (e)   If Lessee has validly exercised a Contraction  Option,  Lessor
      and Lessee shall enter into a written  amendment to this Lease  confirming
      the terms,  conditions  and provisions  applicable to such  contraction as
      determined in accordance herewith.

      13.   Fair Market Base Rent.

            (a)   As used in this Amendment,  "Fair Market Base Rental" shall be
      deemed to mean the market base  rental,  net of all  concessions,  tax and
      expense "stops" (or

                                       12

<PAGE>

      charges  for taxes and  expenses),  construction  or other  allowances  or
      abatements,  for comparable office space in comparable  first-class office
      buildings in the North Michigan  Avenue market of Chicago,  Illinois,  for
      lease terms equivalent to the term for the applicable premises,  in effect
      on  the  applicable  commencement  date;  the  "Fair  Market  Base  Rental
      Escalation Rate" shall be deemed to mean the annual escalation (whether in
      the form of a percentage or fixed monetary  amount,  if any) being applied
      to such Fair Market Base Rental for comparable  office space in comparable
      office buildings in the North Michigan Avenue market of Chicago, Illinois,
      for lease terms  equivalent to the term for the applicable  premises,  in
      effect on the applicable commencement date; and the "North Michigan Avenue
      market of Chicago,  Illinois"  shall be deemed to mean the area bounded by
      Lake Shore Drive to the east, the Chicago River to the south, State Street
      to the west and Oak Street to the north.

            (b)   With  respect  to  the  First  Offer  Space  only,  if  Lessee
      disagrees with Lessor's  determination  of the Fair Market Base Rental and
      Fair Market Base Rental  Escalation Rate (which Lessee must do, if at all,
      in writing setting forth Lessee's determination of Fair Market Base Rental
      and Fair Market Base Rental  Escalation Rate within ten (10) business days
      after  receipt of notice of  Lessor's  determination)  and if the  parties
      cannot  agree on the Fair  Market  Base Rental and Fair Market Base Rental
      Escalation  Rate  within ten (10)  business  day's  thereafter,  then such
      dispute  shall  be  determined  by  binding   arbitration  as  hereinafter
      provided. With respect to the Expansion Premises and Option to Extend, the
      determination  of Fair  Market  Base  Rental and Fair  Market  Base Rental
      Escalation  Rate may be  submitted  to  arbitration  by Lessee as provided
      under Section 8 or Section 11 above, respectively.  Lessor and Lessee will
      each select an arbitrator who shall be disinterested and shall be a broker
      that has  been  actively  engaged  in the  leasing  of  comparable  office
      buildings in the North Michigan Avenue market of Chicago,  Illinois, for a
      period of not less than five (5) years  immediately  preceding  his or her
      appointment.  Lessor and Lessee  shall each  simultaneously  submit to the
      arbitrators a  determination  of proposed Fair Market Base Rental and Fair
      Market Base Rental  Escalation  Rate. If no submittal is made, the parties
      shall be deemed  to have  submitted  their  original  determinations.  The
      arbitrators  shall be  directed as promptly as possible to select from the
      two  determinations  submitted by Lessor and Lessee the one that is closer
      to the Fair Market Base Rental and Fair Market Base Rental Escalation Rate
      as determined by the  arbitrators,  and said selection shall thereafter be
      deemed the Fair Market Base Rental and Fair Market Base Rental  Escalation
      Rate. If the two arbitrators so appointed fail to agree as to which of the
      determinations  submitted  by Lessor  and  Lessee is closest to the actual
      Fair Market Base Rental and Fair Market Base Rental  Escalation  Rate, the
      two  arbitrators  shall  appoint a third  arbitrator,  using the  criteria
      described above, to decide upon which of the two determinations  submitted
      is closest to the actual  Fair  Market  Base  Rental and Fair  Market Base
      Rental  Escalation  Rate. In the event the two arbitrators are not able to
      so agree upon a third arbitrator,  the third arbitrator shall be appointed
      by the American  Arbitration  Association,  using the  criteria  described
      above. The cost of the foregoing arbitration process shall be borne by the
      losing  party.  If no  determination  is  made  prior  to  the  applicable
      commencement  date,  then Lessor's  determination  shall be used until the
      arbitration is completed.  If Lessee's  determination  is later  selected,
      Lessor shall promptly refund any overpayments to Lessee

                                       13

<PAGE>

      14.   Temporary Space. Lessor shall allow Lessee to continue to occupy the
Temporary Space from and after the date hereof until the earlier to occur of (a)
December 31, 2007,  and (b) the date which is ten (10)  business  days after the
date on which the Lessee's Work (as defined in the Workletter) is  substantially
completed.  Lessor  shall not be obligated  to install any  improvements  in the
Temporary  Space,  and  Lessee  accepts  the  Temporary  Space  in its  "as  is"
condition.  Lessee  may  install  temporary  improvements  as needed to  conduct
business in the Temporary Space,  including the right to install  cabling,  but,
upon  Lessor's  request,   Lessee  shall  remove  such  temporary  improvements,
including  cabling,  upon  termination   of Lessee's  occupancy of the Temporary
Space.  Lessee's  occupancy of the Temporary  Space shall be upon the same terms
and  conditions  contained  in the Lease,  except that Lessee  shall not have an
obligation to pay Base Rent or Rent Adjustment for the Temporary  Space.  Lessee
shall,  however, be responsible for reimbursing Lessor for utilities,  including
electricity, and janitorial and cleaning costs incurred by Lessor in  connection
with the  Temporary  Space,  such  reimbursement  to be made by Lessee to Lessor
within  thirty (30) days after  periodic  invoice for same from  Lessor.  Lessee
shall vacate the Temporary Space within ten (10) business days after the date of
substantial  completion  of Lessee's  Work,  and failure to vacate the Temporary
Space within ten (10)  business  days after the date of  substantial  completion
shall constitute a Default under the Lease.  Lessee shall repair any damage done
to the  Temporary  Space and  shall  leave the  Temporary  Space in broom  clean
condition.  Lessee shall be responsible  for all costs  associated with the move
into and out of the Temporary Space.

      15.   Cash Allowance. Within thirty (30) days after execution and delivery
of this Amendment by both Lessor and Lessee,  Lessor shall pay to Lessee the sum
of $408,028.00.  Additionally,  on or before September 1, 2007, Lessor shall pay
Lessee  the sum of   $895,528.25.  If Lessor  fails to timely pay either of such
payments to Lessee,  Lessee may offset the unpaid amounts  against Base Rent and
Rent Adjustment  payments next becoming due under the Lease,  as amended,  until
fully applied.

      16.   Deleted Provision.  The last grammatical  paragraph of Section 14 of
the Original  Lease is hereby deleted in its entirety and shall be of no further
force or effect.

      17.   Brokers.  Lessee represents to Lessor that Lessee has not dealt with
any  real  estate  broker,  salesperson  or  finder  in   connection  with  this
Amendment other than Golub & Company and U.S. Equities Realty (collectively, the
"Brokers"),  and  no  other  such  person  initiated  or   participated  in  the
negotiation   of this  Amendment or is entitled to any  commission in connection
herewith.  Lessee  hereby  agrees  to  indemnify,  defend and hold  Lessor,  its
property  manager and their respective  employees  harmless from and against any
and all  liabilities,  claims,  demands,  actions,  damages,  costs and expenses
(including attorneys' fees) arising from a claim for a fee or commission made by
any broker (other than the  Brokers),  claiming to have acted by or on behalf of
Lessee in connection with this Amendment. Lessor shall be responsible for paying
any commissions  due the Brokers in connection  with this Amendment  pursuant to
separate agreements with the Brokers.

      18.   Submission.  Submission  of this  Amendment  by Lessor  or  Lessor's
agent, or their respective agents or representatives,  to Lessee for examination
and/or  execution  shall  not  in  any  manner  bind  Lessor  or  Lessee  and no
obligations  on Lessor or Lessee  shall  arise under this  Amendment  unless and
until this Amendment is fully signed and delivered by Lessor and

                                       14

<PAGE>

Lessee;  provided,  however,  the  execution  and  delivery  by  Lessee  of this
Amendment  to  Lessor  or  Lessor's  agent,  or  their   respective   agents  or
representatives,  shall  constitute an irrevocable  offer by Lessee on the terms
and conditions herein contained, which offer may not be revoked for fifteen (15)
days after such delivery.

      19.   Ratification;  Conflict;  Successors  and  Assigns.  The  Lease,  as
amended by this Amendment,  shall continue in full force and effect,  subject to
the terms  and  provisions  thereof  and  hereof,  and is  hereby  ratified  and
confirmed.  In the event of any conflict  between the terms of the Lease and the
terms  of this  Amendment,  the  terms  of this  Amendment  shall  control. This
Amendment  shall be binding upon and inure to the benefit of Lessor and Lessor's
successors and assigns.  This  Amendment  shall be binding upon and inure to the
benefit of Lessee and Lessee's successors, permitted assigns, heirs and personal
representatives.

      20.   Limitation of Liability. The liability of Lessor under the Lease, as
amended,  is limited to its interest in the  Building and Lessee  agrees that no
judgment  against  Lessor may be  satisfied  against  any  property or assets of
Lessor other than the equity interest of Lessor in the Building.

      IN WITNESS  WHEREOF,  this  Amendment  is  executed as of the day and year
aforesaid.

                                        LESSOR:

                                        GOLUB LSP INVESTORS, LP, a Delaware
                                        limited partnership

                                        By: GP Golub LSP, Inc., a Delaware
                                            corporation, its general partner

                                            By: /s/ Lee Golub, EVP
                                                -------------------------
                                                Name: Lee Golub, EVP
                                                Title: EVP

                                        LESSEE:

                                        PLAYBOY ENTERPRISES, INC., a Delaware
                                        corporation

                                        By: /s/ HOWARD SHAPIRO
                                            -------------------------
                                            Name: HOWARD SHAPIRO
                                            Title: Ex VP

                                       15

<PAGE>

                                    EXHIBIT A

                                   WORKLETTER

      The terms used  herein  shall have the  meanings  ascribed to them in that
certain  Sixth  Amendment to Lease dated May 1, 2006,  by and between  Golub LSP
Investors,  LLC, a Delaware  limited  liability  company  ("Lessor") and Playboy
Enterprises,  Inc., a Delaware corporation  ("Lessee"),  unless otherwise stated
herein.

I.    Construction  of  the  Premises.   Lessor  and  Lessee  agree  that  their
      respective  rights and  obligations  in reference to the  construction  of
      improvements  in the Premises  shall be as follows:

      A.    Lessee's Plans and Specifications.

            (1)   For any  work to be  performed  in the  Premises  for  which a
      building  permit is required,  Lessee,  at Lessee's sole cost and expense,
      except as provided  herein,  shall cause a licensed  architect  to prepare
      complete,  finished,  detailed architectural,  mechanical,  structural and
      electrical   plans  and   specifications   including  all  dimensions  and
      specifications for such work ("Lessee's Plans").

            (2)   Lessee's Plans shall also include all  information as shall be
      required by Lessor's  engineers in connection with mechanical plans, which
      information shall include,  but not be limited to, the following:

                  (i)   Any special  floor loading  conditions  which may exceed
            the structural weight limits of any floor;

                  (ii)  Specifications  of any heat  emanating  equipment  to be
            installed by Lessee which may require special air conditioning;

                  (iii) Electrical specifications of any equipment that requires
            additional electrical power or outlets; and

                  (iv) Complete plans and  specifications  for demolition of the
            existing  stairway  between the 14th and 15th floors of the Premises
            and restoration of the floor between the 14th and 15th floors of the
            Premises.

            Lessee's Plans may consist of the plans to be submitted by Lessee to
      the applicable governmental authority for building permits.

            (3)   Lessee's Plans are expressly subject to Lessor's prior written
      approval,  which  shall  not  be  unreasonably  withheld,  conditioned  or
      delayed, and in any event Lessor shall provide its approval or disapproval
      within ten (10) business days after submission of proposed  Lessee's Plans
      by Lessee. Upon such approval, Lessee shall

                                       A-l

<PAGE>

      cause Lessee's Plans, at Lessee's sole cost and expenses, to be filed with
      the governmental  agencies having jurisdiction thereof, in order to obtain
      all  governmental  permits  and  authorizations  which may be  required in
      connection  with the  work to be  done.  Lessee  may not  commence  any of
      Lessee's Work until Lessee's Plans are approved by Lessor.

            (4)   Without the prior  written  consent of Lessor,  which  consent
      shall not be unreasonably withheld,  conditioned or delayed,  Lessee shall
      make no material  changes in  Lessee's  Plans  after  approval  thereof by
      Lessor.

II.   Construction of Lessee's Work.

      A.    Lessee  shall  designate  in Lessee's  Plans all work and  materials
necessary for  construction  of the Lessee  improvements  in the  Premises,  and
Lessee shall  construct and install or cause to be  constructed  or installed in
the Premises all of the work  designated in Lessee's  Plans  ("Lessee's  Work").
Prior to solicitation of any bids for the construction of Lessee's Work,  Lessor
shall approve,  in writing,  each of the  contractors to be solicited by Lessee,
which approval shall not be unreasonably withheld or delayed.

      B.    Lessor shall contribute a maximum of up to $4,298,535.00  ("Lessor's
Contribution")  toward the Cost of Lessee's Work.  Lessee is solely  responsible
for the Cost of Lessee's Work over $4,298,535.00.  Lessee shall use a minimum of
$2,388,075  of Lessor's  Contribution  to pay for hard costs of  Lessee's  Work,
including labor and materials for installation of new improvements,  demolition,
of existing  improvements,  disassembly  and  reassembly  of furniture  systems,
relocating  furniture,  cabling  and other  work,  as well as soft costs such as
architectural  and  engineering  fees and/or  furniture for the Premises.  Up to
$1,910,461.00 of Lessor's Contribution may be used as a credit against Base Rent
becoming due under the Lease, as amended  hereby,  provided,  however,  that any
such Base Rent credit shall not commence until September 1, 2007.  Lessee agrees
to cause Lessee's Work to be completed by no later than June 30, 2008.

      C.    No  supervisory  fee shall be payable to Lessor in  connection  with
Lessee's Work,  however,  Lessee shall  reimburse  Lessor for all  out-of-pocket
costs and expenses paid by Lessor to third  parties in connection  with Lessee's
Work, including any reasonable fees and expenses paid to architects or engineers
engaged by Lessor to review the plans and specifications for Lessee's Work.

      D.    Lessee's right to receive payment of Lessor's  Contribution shall be
contingent  upon (a) Lessee not being in default or breach  under the Lease,  as
amended,  at the time Lessee so requests  payment and (b) Lessee,  at such time,
having completed the work for which Lessor's  Contribution is being so requested
in accordance with the terms of this  Workletter and having  submitted to Lessor
contractor's  affidavits and full and final waivers of lien and receipted  bills
for labor and  materials  expended  and used for such work.  Lessee may submit a
request  for  payment two (2) times per month.  Such  request for payment  shall
include satisfactory evidence of full payment to contractors and subcontractors,
including contractor  affidavits and lien waivers covering the amounts requested
for payment. Lessor shall use reasonable efforts to pay such request for payment
from Lessee, provided that the foregoing conditions are satisfied, within thirty
(30) days  after  receipt  by Lessee,  and in   any event  Lessor  shall pay any
properly

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<PAGE>

submitted  request for payment  within sixty (60) days after receipt of same. If
Lessor does not pay such request for payment  within the required sixty (60) day
period,  provided  that all  conditions  are met and  payment  is not  otherwise
disputed in good faith by Lessor,  and Lessor does not cure such  failure to pay
within one hundred eighty (180) days after initial submission of the request for
payment,  Lessee  may set off  such  unpaid  portion  of  Lessor's  Contribution
against   the Base Rent and  Additional  Rent next  becoming due under the Lease
until fully applied, without regard to the limitation on rental offset contained
in Section II.B.

      E.    In reviewing  Lessee's   Plans,  Lessor may take into  consideration
whether, in Lessor's reasonable judgment,  Lessee's Work will be practicable and
consistent with existing physical conditions in the Building and the Office Area
and with the Building Plans and any other plans for the Building which have been
filed with the appropriate municipality or other governmental authorities having
jurisdiction  thereof, or may impair Lessor's ability to perform any of Lessor's
obligations  under  the  Lease or any  other  lease  of  space in the  Building.
Lessee's  Work  shall not  affect any  portion  of the  Building  other than the
Premises.

      F.    Lessee's Work shall be performed in strict  conformity with Lessee's
Plans and shall be  performed  at  Lessee's  sole cost and  expense,  except for
Lessor's Contribution.

      G.    Prior to soliciting bids  for construction of Lessee's Work,  Lessee
shall submit to Lessor for  Lessor's  approval,  the names and  addresses of all
contractors to be solicited.  Lessee's Work shall be done only by contractors or
mechanics approved by Lessor.  Lessee shall not permit Lessee's  contractors and
labor to  interfere  with  Lessor or with any other  lessee or its  labor.  Upon
completion  of  Lessee's  Work,  Lessee  shall  furnish,  or  shall  cause to be
furnished to Lessor,  contractor's  affidavits,  full and final waivers of lien,
final  architect's  certificates  and  receipted  bills  covering  all labor and
materials   expended  and  Lessee's   Work  shall  comply  with  all   insurance
requirements,  all laws,  ordinances,  rules and regulations of all governmental
authorities,   and  all  collective  bargaining  agreements  applicable  to  the
Building,  and shall be done in a good and  workmanlike  manner  with the use of
high grades of materials.

III.  Insurance and Indemnity.

      A.    Before  commencing  Lessee's  Work,  Lessee shall  deliver to Lessor
certificates  of insurance or copies of insurance  policies from all contractors
performing labor or supplying materials for the construction   of Lessee's Work,
insuring Lessor, its agents, representatives, successors and assigns against any
and all  liability  for bodily  injury or  property  damage  arising  out of or
connected in any way with Lessee's Work.

      B.    To the extent permitted by law, Lessee hereby  indemnifies and holds
harmless Lessor, its agents,  representatives,  successors and assigns, from and
against  any and all  losses,  costs,  claims  and  expenses  of every  kind and
description  arising out or relating  to  Lessee's  Work,  except as such may be
required  under  insurance  policies  maintained  pursuant to Paragraph   III.A.
above.

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