Exhibit 10.1.1
                              SECOND AMENDMENT TO
                     AMENDED AND RESTATED CREDIT AGREEMENT

                                              April 27, 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 definition of the term "Second  Amendment  Closing Date"
is hereby  inserted  into  Section 1.01 of the Credit  Agreement in  appropriate
alphabetical order, as follows:

            "Second Amendment Closing Date" means April 27, 2006.

            (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,  (ii) within 60 days after the formation
      of each of China and CJI, and

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      (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,  and (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),   cause  each  such  Person  (a)  other  than  a  Foreign
      Subsidiary, to become a Guarantor by executing and delivering to
      Agent  a  Loan  Guaranty  or  Loan  Guaranty  joinder  in a form
      reasonably  acceptable  to  Agent,  (b)  other  than  a  Foreign
      Subsidiary,  to deliver to Agent documents  reasonably necessary
      to grant to Agent (and  permit  Agent to  perfect) a Lien on the
      personal property of such Person to the extent permitted herein,
      (c) to cause the appropriate Person to deliver to Agent a Pledge
      Agreement  granting to Agent a Lien on the Equity  Interests  of
      such Person  (excluding  China and Gibraltar,  unless  otherwise
      agreed  by  Agent  and  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 Second  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.


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

                                 Very truly yours,

                                 BANK OF AMERICA, N.A., as Agent

                                 By David A. Johanson
                                 Its Vice President


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

                                 By Craig w. McGuire
                                 Its Senior Vice President


                                 LASALLE BANK NATIONAL ASSOCIATION,
                                 as a Lender

                                 By Illegible
                                 Its AVP

ACKNOWLEDGED AND AGREED TO
THIS 27TH DAY OF APRIL, 2006:

PEI HOLDINGS, INC., as Borrower


By Robert Campbell
Its Treasurer


Signature Page to Second Amendment to
A/R Credit Agreement