Exhibit 10.2.2

                            REAFFIRMATION OF GUARANTY

            Reference  is made to  that  certain  Amended  and  Restated  Credit
Agreement,  dated as of April 1, 2005 (as the same may be  amended,  modified or
supplemented  from time to time,  the "Credit  Agreement"),  among PEI Holdings,
Inc., a Delaware corporation ("Borrower"), the various financial institutions as
are, or may from time to time become,  parties thereto ("Lenders"),  and Bank of
America,  N.A.,  as a Lender  and as agent  for the  Lenders  ("Agent").  Unless
otherwise defined herein,  capitalized terms used herein shall have the meanings
ascribed to such terms in the Credit Agreement.

            Each of the undersigned  hereby  acknowledges that it has executed a
Master  Corporate  Guaranty,  dated as of March 11, 2003 (as amended through and
including  the  date  hereof,  the  "Guaranty"),  of all of the  obligations  of
Borrower  to Agent and  Lenders  under the  Credit  Agreement  and as more fully
described in the Guaranty.  Each of the undersigned  further  acknowledges  that
such  Guaranty was  reaffirmed  pursuant to certain  Reaffirmations  of Guaranty
dated  April 1,  2005,  March  10,  2006,  April  27,  2006  and July 21,  2006,
respectively.

            Each of the undersigned  hereby (i) acknowledges and consents to the
execution,  delivery  and  performance  of the Fifth  Amendment  to Amended  and
Restated  Credit  Agreement  (the  "Amendment")  of even date  herewith and (ii)
ratifies and affirms the Guaranty in all respects.

            Each of the  undersigned  further  agrees that each Loan Document to
which  it is a party  shall  remain  in full  force  and  effect  following  the
execution  and delivery of the  Amendment  and that all  references  in the Loan
Documents  to the  Credit  Agreement  shall be  deemed  to  refer to the  Credit
Agreement as amended or otherwise modified from and after the date hereof.

            This  Reaffirmation  of  Guaranty  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.

                                   * * * * * *

                             Signature Pages Follow

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            IN WITNESS  WHEREOF,  this  Reaffirmation  of Guaranty has been duly
executed this 28th day of September, 2006.

                 ADULTVISION COMMUNICATIONS, INC.
                 AL ENTERTAINMENT, INC.
                 ALTA LOMA DISTRIBUTION, INC.
                 ALTA LOMA ENTERTAINMENT, INC.
                 ANDRITA STUDIOS, INC.
                 CANDLELIGHT MANAGEMENT LLC
                    By:  Playboy TV International, LLC, its Sole Member,
                         By:  Playboy Entertainment Group, Inc., its Sole Member
                 CHELSEA COURT HOLDINGS LLC
                    By:  Playboy TV International, LLC, its Sole Member,
                         By:  Playboy Entertainment Group, Inc., its Sole Member
                 CJI HOLDINGS, INC.
                 CLARIDGE ORGANIZATION, LLC
                    By:  Playboy TV International, LLC, its Sole Member,
                         By:  Playboy Entertainment Group, Inc., its Sole Member
                 CPV PRODUCTIONS, INC.
                 CYBERSPICE, INC.
                 ICS ENTERTAINMENT, INC.
                 IMPULSE PRODUCTIONS, INC.
                 INDIGO ENTERTAINMENT, INC.
                 ITASCA HOLDINGS, INC.
                 LAKE SHORE PRESS, INC.
                 LIFESTYLE BRANDS, LTD.
                 MH PICTURES, INC.
                 MYSTIQUE FILMS, INC.
                 PLANET PLAYBOY, INC.
                 PLANET SPICE, INC.
                 PLAYBOY.COM, INC.
                 PLAYBOY.COM INTERNET GAMING, INC.
                 PLAYBOY.COM RACING, INC.
                 PLAYBOY CLUB OF HOLLYWOOD, INC.
                 PLAYBOY CLUB OF NEW YORK, INC.
                 PLAYBOY CLUBS INTERNATIONAL, INC.
                 PLAYBOY CRUISE GAMING, INC.
                 PLAYBOY ENTERTAINMENT GROUP, INC.
                 PLAYBOY GAMING INTERNATIONAL, LTD.

                 By: Robert Campbell
                 Name:   Robert Campbell
                 Title:  Treasurer

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                 PLAYBOY GAMING NEVADA, INC.
                 PLAYBOY GAMING UK, LTD.
                 PLAYBOY JAPAN, INC.
                 PLAYBOY MODELS, INC.
                 PLAYBOY OF LYONS, INC.
                 PLAYBOY OF SUSSEX, INC.
                 PLAYBOY PREFERRED, INC.
                 PLAYBOY PROPERTIES, INC.
                 PLAYBOY SHOWS, INC.
                 PLAYBOY TV INTERNATIONAL, LLC
                    By: Playboy Entertainment Group, Inc., its Sole Member
                 PRECIOUS FILMS, INC.
                 SPECIAL EDITIONS, LTD.
                 SPICE DIRECT, INC.
                 SPICE ENTERTAINMENT, INC.
                 SPICE INTERNATIONAL, INC.
                 SPICE NETWORKS, INC.
                 SPICE PRODUCTIONS, INC.
                 SPICETV.COM, INC.
                 STEELTON, INC.
                 TELECOM INTERNATIONAL, INC.
                 WOMEN PRODUCTIONS, INC.

                 By Robert Campbell
                 Name:   Robert Campbell
                 Title:  Treasurer

                 PLAYBOY ENTERPRISES, INC.
                 PLAYBOY ENTERPRISES INTERNATIONAL, INC.

                 By Robert Campbell
                 Name:   Robert Campbell
                 Title:  Senior Vice President,
                         Treasurer and Strategic Planning

                 SPICE HOT ENTERTAINMENT, INC.
                 SPICE PLATINUM ENTERTAINMENT, INC.

                 By Catherine A. Zulfer
                 Name:   Catherine A. Zulfer
                 Title:  Treasurer

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                 ACKNOWLEDGED AND AGREED TO
                 THIS 28th DAY OF SEPTEMBER, 2006:

                 BANK OF AMERICA, N.A., as Agent

                 By Anne M. Zeschke
                 Name:   Anne M. Zeschke
                 Title:  Assistant Vice President