Exhibit 10.2.7

                                PLEDGE AGREEMENT

            This PLEDGE AGREEMENT (this "Agreement") is dated as of May 15, 2006
and is  between  Playboy.com  Internet  Gaming,  Inc.,  a  Delaware  corporation
("Company"),  and Bank of  America,  N.A.,  as agent for  "Lenders"  (as defined
below).

                               W I T N E S S E T H

            WHEREAS, pursuant to the Amended and Restated Credit Agreement dated
as of  April  1,  2005  (as the  same  may be  amended,  restated,  modified  or
supplemented from time to time, the "Credit Agreement") among PEI Holdings, Inc.
("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 (in such capacity,  "Agent"), Lenders have extended
commitments to make credit extensions to Borrower;

            WHEREAS,  pursuant  to that  certain  Joinder  to  Master  Corporate
Guaranty of even date herewith  pursuant to which the Company has become a party
to that certain  Master  Corporate  Guaranty  dated as of March 11, 2003 (as the
same may be amended,  restated,  supplemented or otherwise modified from time to
time,  the  "Guaranty")  among Playboy  Enterprises,  Inc.,  certain  direct and
indirect  subsidiaries  of  Borrower  and  Agent,  Company  has  guaranteed  the
Borrower's Obligations (as defined in the Guaranty);

            WHEREAS,  it is a  condition  precedent  to the making of the Credit
Extensions and  extensions of other  financial  accommodations  under the Credit
Agreement  that Company  shall have  granted the pledge and  security  interests
contemplated  by this  Agreement,  and Company  desires to grant such pledge and
security interests in order to induce Lenders to extend credit to Borrower under
the Credit Agreement;

            NOW,  THEREFORE,  in  consideration  of the premises and in order to
induce Lenders to make Loans and provide other  financial  accommodations  under
the Credit Agreement, Company hereby agrees with Agent, for the benefit of Agent
and Lenders as follows:

            1.  Reference  to Credit  Agreement.  Terms  defined  in the  Credit
Agreement and not otherwise  defined herein shall have the  respective  meanings
provided for in the Credit Agreement. In addition, "Permitted Liens" means those
Liens permitted by Section 7.01 of the Credit Agreement.

            2.  Pledge.  To secure the payment and  performance  of the "Secured
Obligations"  (as  defined  in  Section 3 below),  Company  hereby  pledges  and
hypothecates  to Agent,  for the  benefit  of Agent and  Lenders,  and grants to
Agent,  for the  benefit  of Agent  and  Lenders,  a  security  interest  in the
following (the "Pledged Collateral"):

            (a)  the  shares  of  stock  outstanding  of  the  corporation  (the
"Issuer") identified on Schedule I hereto held by Company (the "Pledged Shares")
and the  certificates,  if any,  representing the Pledged Shares,  and all stock
dividends,  cash dividends,  cash,

<PAGE>

instruments,  chattel paper and other rights,  property or proceeds and products
from time to time received, receivable or otherwise distributed in respect of or
in exchange for any or all of the Pledged Shares;

            (b) all additional shares of stock of Issuer at any time acquired by
Company in any manner, and the certificates  representing such additional shares
(and any such  additional  shares shall  constitute  part of the Pledged  Shares
under  this  Agreement),   and  all  stock  dividends,  cash  dividends,   cash,
instruments,  chattel paper and other rights,  property or proceeds and products
from time to time received, receivable or otherwise distributed in respect of or
in exchange for any or all of such shares; and

            (c) all proceeds of any of the foregoing.

            3. Security for Obligations.  This Agreement secures the payment and
performance  of the  Obligations  and the  obligations  of  Company  under  this
Agreement  and the Guaranty  (all such debts,  obligations  and  liabilities  of
Company being collectively called the "Secured Obligations").

            4.  Delivery  of  Pledged  Collateral.  All  certificates,  if  any,
representing or evidencing the Pledged Collateral shall be delivered to and held
by or on behalf of Agent  pursuant  hereto  and  shall be in  suitable  form for
transfer  by  delivery,  or  shall  be  accompanied  by  duly  executed  undated
instruments  of  transfer  or  assignment  in blank,  all in form and  substance
reasonably satisfactory to Agent. Agent shall have the right, at any time in its
discretion and without notice to Company if an Event of Default has occurred and
is  continuing  to transfer to or to register in the name of Agent or any of its
nominees any or all of the Pledged Collateral.  In addition,  in connection with
the  exercise  of its  remedies  pursuant  to  Section  12 below  following  the
occurrence and during the  continuance of an Event of Default,  Agent shall have
the right to exchange  certificates  or instruments  representing  or evidencing
Pledged  Collateral  for  certificates  or  instruments  of  smaller  or  larger
denominations.

            5.  Representations and Warranties.  Company represents and warrants
as follows:

            (a)  Schedule  I hereto  completely  and  accurately  sets forth the
number of shares of the issued and  outstanding  stock of Issuer  being  pledged
hereunder by Company as of the date hereof.  The Pledged  Shares held by Company
constitute  the  percentage  of the  issued and  outstanding  shares of stock of
Issuer set forth on Schedule I hereto as of the date hereof.

            (b) The  delivery of the Pledged  Shares (to the extent such Pledged
Shares are  certificated)  to Agent  pursuant to this  Agreement is effective to
create a valid and perfected  first  priority  security  interest in the Pledged
Collateral,  free of any  adverse  claim,  securing  the  payment of the Secured
Obligations subject to Permitted Liens.


                                   -2-
<PAGE>

            (c) No consent of any other  Person and no  consent,  authorization,
approval or other action by, and no notice to or filing with,  any  Governmental
Authority  is  required  either (i) for the  pledge by  Company  of the  Pledged
Collateral  pursuant  to  this  Agreement  or for  the  execution,  delivery  or
performance  of this  Agreement  by Company or (ii) for the exercise by Agent of
the voting or other  rights  provided  for in this  Agreement or the remedies in
respect of the Pledged Collateral  pursuant to this Agreement (except (i) as has
already been obtained or taken , (ii) as may be required in connection  with any
disposition of the Pledged Collateral by laws affecting the offering and sale of
securities  generally and (iii) as to which the failure of which to obtain would
not be reasonably likely to have a Material Adverse Effect).

            (d) None of the Pledged Shares  constitutes margin stock, as defined
in Regulation U of the Board of Governors of the Federal Reserve System.

            6. Further Assurances.

            (a) Company will, from time to time, at Company's expense,  and upon
Agent's reasonable request, promptly execute and deliver all further instruments
and documents and take all further action that may be reasonably  necessary,  in
order to perfect and protect any  security  interest  granted or purported to be
granted hereby,  to enable Agent to exercise and enforce the rights and remedies
of Agent  hereunder  with respect to any Pledged  Collateral or to carry out the
provisions  and  purposes  hereof.   Without  limiting  the  generality  of  the
foregoing,  Company will:  (i) upon Agent's  reasonable  request,  appear in and
defend any action or proceeding  that may affect  Company's  title to or Agent's
security  interest  in the  Pledged  Collateral;  and (ii)  promptly  after  the
purchase  or other  acquisition  thereof,  deliver to Agent all  Pledged  Shares
hereunder.

            (b)  Company  will,  promptly  upon  request,  provide  to Agent all
information  and  evidence  it may  reasonably  request  concerning  the Pledged
Collateral to enable Agent to enforce the provisions of this Agreement.

            (c) Company will,  promptly upon the purchase or  acquisition of any
additional  shares of stock of Issuer,  deliver to Agent such Pledged  Shares as
required by Section 4 above,  together with the other  documents  required under
Section 4 above.

            7. Voting Rights; Dividends; Etc.

            (a) So long as no  Event  of  Default  shall  have  occurred  and is
continuing  and Agent shall not have delivered to Company notice of its election
to exercise the rights set forth in subsection (b) below:

            (i) Company  shall be entitled to exercise  any and all voting
      and other consensual rights pertaining to the Pledged  Collateral or
      any part thereof; provided, however, that Company shall not exercise
      or shall  refrain  from  exercising  any such  right if, in  Agent's
      reasonable  judgment,  such action or


                                   -3-
<PAGE>

      inaction  would have a material  adverse  effect on the value of the
      Pledged Collateral taken as a whole or any material part thereof.

            (ii) To the  extent  permitted  under  the  Credit  Agreement,
      Company  shall be  entitled to receive  (A) any cash  dividends  and
      other cash  distributions paid or payable with respect to any of the
      Pledged Collateral,  and (B) any and all instruments,  chattel paper
      and other rights, property or proceeds and products (other than cash
      or checks) received,  receivable or otherwise distributed in respect
      of any Pledged Collateral.

            (b) If an Event of Default has occurred and is continuing:

            (i) All  rights of Company  to  exercise  the voting and other
      consensual  rights  which  Company  would  otherwise  be entitled to
      exercise pursuant to subsection 7(a)(i), shall cease to be effective
      upon notice by Agent to Company of Agent's  intent to  exercise  its
      rights hereunder,  and upon delivery of such notice become vested in
      Agent who  shall  thereupon  have the sole  right to  exercise  such
      voting  and  other  consensual   rights.  In  order  to  effect  the
      foregoing,  Company hereby grants Agent an irrevocable proxy to vote
      the  Pledged  Collateral  and Company  agrees to execute  such other
      proxies as Agent shall reasonably require.

            (ii) All  rights of  Company  to  receive  and retain any cash
      dividends and other  distributions  shall cease upon notice by Agent
      to Company and any such  dividends  or other  distributions  paid or
      payable with respect to any of the Pledged  Collateral shall be paid
      to Agent and held by Agent to secure the Secured  Obligations  until
      the  earlier  of (a) such time as such  Event of Default is cured or
      waived and (b) such time as the Required Lenders elect to apply such
      dividends and other  distributions  to the Secured  Obligations (any
      such application to be in such order and manner set forth in Section
      8.03 of the Credit Agreement). All dividends and distributions which
      are  received  by  Company   contrary  to  the  provisions  of  this
      subsection 7(b) shall be received in trust for the benefit of Agent,
      shall be  segregated  from  other  funds  of  Company  and  shall be
      forthwith paid over to Agent as Pledged  Collateral in the same form
      as so received (with any necessary endorsement).

            8. Transfers and Other Liens; Additional Shares.

            (a) Except as  permitted  under the Credit  Agreement  and the other
Loan Documents,  Company agrees that Company will not (i) encumber, sell, assign
(by operation of law or otherwise) or otherwise  dispose of, or grant any option
with  respect  to, any of the  Pledged  Collateral  or (ii) enter into any other
Contractual Obligations (including without limitation any voting or shareholders
agreement)  which could  reasonably  be expected to restrict or inhibit  Agent's
rights or ability to vote or sell or otherwise dispose of the Pledged Collateral
or any part thereof after the occurrence of an Event of Default.


                                      -4-
<PAGE>

            (b) Company  agrees that it will not cause Issuer to issue any stock
or other  securities  (including any warrants,  options,  subscriptions or other
Contractual Obligations for the purchase of stock or securities convertible into
stock) in addition to or in substitution for the Pledged Shares.

            9. Agent  Appointed  Attorney-in-Fact.  Company  hereby  irrevocably
appoints Agent as Company's attorney-in-fact effective during the continuance of
an Event of Default,  with full  authority in the place and stead of Company and
in the  name of  Company,  Agent  or  otherwise,  from  time to time in  Agent's
discretion to take any action  (including  completion  and  presentation  of any
proxy) and to execute any instrument  that Agent may deem necessary or advisable
to accomplish the purposes of this Agreement, including, without limitation (but
subject to the other provisions hereof), to (i) receive, endorse and collect all
instruments  made  payable  to  Company   representing  any  dividend  or  other
distribution  in respect of the Pledged  Collateral  or any part  thereof to the
extent  it is also  Pledged  Collateral;  (ii)  exercise  the  voting  and other
consensual  rights  pertaining  to  the  Pledged  Collateral;  and  (iii)  sell,
transfer,  pledge, make any agreement with respect to or otherwise deal with any
of the  Pledged  Collateral  as fully and  completely  as  though  Agent was the
absolute  owner  thereof  for all  purposes,  and to do, at  Agent's  option and
Company's  expense,  at any time or from time to time,  all acts and things that
Agent  deems  necessary  to  protect,  preserve  or  realize  upon  the  Pledged
Collateral. Company hereby ratifies and approves all acts of Agent made or taken
pursuant  to this  Section  9.  Except as  specifically  set forth in Section 11
hereof, neither Agent nor any Person designated by Agent shall be liable for any
acts or omissions  or for any error of judgment or mistake of fact or law.  This
power of attorney,  being coupled with an interest,  shall be irrevocable  until
all Secured  Obligations  shall have been paid in full and the Credit  Agreement
shall have been terminated.

            10. Agent May  Perform.  If Company  fails to perform any  agreement
contained  herein,  Agent may itself  perform,  or cause  performance  of,  such
agreement,  and the expenses of Agent incurred in connection  therewith shall be
payable  by  Company  under  Section  15  hereof,  and be a part of the  Secured
Obligations.

            11.  Limitation  on  Duty  of  Agent  with  Respect  to the  Pledged
Collateral.  The powers  conferred on Agent  hereunder are solely to protect its
interest  in the  Pledged  Collateral  and  shall not  impose  any duty on it to
exercise any such powers.  Except for the safe custody of any Pledged Collateral
in its  possession  and  the  accounting  for  monies  actually  received  by it
hereunder,  Agent shall have no duty with respect to any Pledged  Collateral  in
its  possession  (or in the  possession of any agent or bailee).  Agent shall be
deemed to have exercised  reasonable care in the custody and preservation of the
Collateral in its possession if it takes such action for that purpose as Company
reasonably  requests  in  writing,  but failure of Agent to comply with any such
request  at any time  shall  not of  itself  be  deemed a  failure  to  exercise
reasonable care. It is expressly agreed that Agent shall have no  responsibility
for (i)  ascertaining  or taking  action  with  respect  to calls,  conversions,
exchanges,  maturities,  tenders  or  other  matters  relative  to  any  Pledged
Collateral,  whether  or not Agent has or is  deemed to have  knowledge  of such
matters,  or (ii)  taking any  necessary  steps to preserve  rights  against any
parties with respect to any Pledged Collateral, but Agent


                                      -5-
<PAGE>

may do so and,  subject  to Section  15, all  expenses  incurred  in  connection
therewith shall be payable by and for the sole account of Company.

            12.  Remedies  upon Event of Default.  If any Event of Default shall
have occurred and is continuing:

            (a) Agent may  exercise  in respect of the  Pledged  Collateral,  in
addition to other rights and remedies provided for herein or otherwise available
to it,  all the  rights  and  remedies  of a secured  party  under  the  Uniform
Commercial  Code (the  "UCC") in effect in the State of  Illinois  at that time,
whether or not the UCC applies to the affected Pledged Collateral, and Agent may
also,  without notice except as specified below, sell the Pledged  Collateral or
any part  thereof  in one or more  parcels  at public or  private  sale,  at any
exchange, broker's board or at any of Agent's offices or elsewhere, for cash, on
credit,  or for  future  delivery,  at such  price or prices and upon such other
terms as Agent deems commercially reasonable. Company agrees that, to the extent
notice of sale shall be required  by law, at least ten (10) days' prior  written
notice to  Company  of the time and place of any  public  sale or the time after
which any private sale is to be made shall constitute  reasonable  notification.
At any sale of the Pledged Collateral, if permitted by law, Agent may bid (which
bid may be, in whole or in part, in the form of  cancellation  of  indebtedness)
for the purchase of the Pledged  Collateral or any portion thereof.  Agent shall
not be obligated to make any sale of Pledged Collateral  regardless of notice of
sale having been given.  Agent may adjourn any public or private  sale from time
to time by announcement at the time and place fixed therefor, and such sale may,
without  further  notice,  be made at the  time  and  place  to  which it was so
adjourned.

            (b) Company  recognizes  that Agent may be unable to effect a public
sale of all or part of the Pledged  Collateral and may be compelled to resort to
one or more  private  sales  to a  restricted  group of  purchasers  who will be
obligated to agree,  among other things, to acquire such Pledged  Collateral for
their own account,  for  investment and not with a view to the  distribution  or
resale  thereof.  Company  acknowledges  that any such  private  sales may be at
prices and on terms less  favorable  to the seller than if sold at public  sales
and  agrees  that  such  private  sales  shall be  deemed to have been made in a
commercially  reasonable  manner, and that Agent shall be under no obligation to
delay a sale of any of the Pledged  Collateral  for the period of time necessary
to permit the issuing corporation of such securities to register such securities
for public sale under the  Securities  Act of 1933, as from time to time amended
(the  "Securities  Act"),  or under any other  requirement  of law,  even if the
issuing  corporation  would  agree to do so.  To the  extent  permitted  by law,
Company hereby specifically  waives all rights of redemption,  stay or appraisal
which Company has or may have under any law now existing or hereafter enacted.

            13.  Remedies  Cumulative.  No  failure  on the  part  of  Agent  to
exercise,  and no delay in exercising  and no course of dealing with respect to,
any power,  privilege or right under the other Loan  Documents or this Agreement
shall operate as a waiver thereof;  nor shall any single or partial  exercise by
Agent of any power,  privilege or right under any of the other Loan Documents or
this Agreement preclude any other or further exercise thereof or


                                      -6-
<PAGE>

the exercise of any other such power, privilege or right. The powers, privileges
and rights in this  Agreement and the Loan  Documents are cumulative and are not
exclusive of any other remedies provided by law.

            14. Application of Proceeds. If an Event of Default has occurred and
is continuing,  the proceeds of any sale of, or other  realization  upon, all or
any part of the Pledged  Collateral shall be applied as provided in Section 8.03
of the Credit Agreement.

            15.  Expenses.  Subject to the  provisions  of Section  10.04 of the
Credit  Agreement,  Company shall promptly pay to Agent all reasonable costs and
expenses of Agent  (including  reasonable  Attorney  Costs) in  connection  with
protecting or perfecting  Agent's security interest in the Pledged Collateral or
in connection with any matters  contemplated by or arising out of this Agreement
(including  without  limitation the enforcement of this  Agreement),  the Credit
Agreement or any of the other Loan Documents.

            16. Termination of Security Interests;  Release of Collateral.  Upon
payment and  performance in full of all Secured  Obligations  and termination of
the Credit Agreement,  the security interests granted herein shall automatically
terminate and all rights to the Pledged Collateral shall revert to Company. Upon
such termination of the security interests or release of any Pledged Collateral,
Agent will, at the expense of Company,  return to Company all Pledged Collateral
then in Agent's  possession and execute and deliver to Company such documents as
Company shall  reasonably  request to evidence the  termination  of the security
interests  or  the  release  of  such  Pledged  Collateral  which  has  not  yet
theretofore  been sold or otherwise  applied or released.  Such release shall be
without recourse or warranty to Agent.

            17. Amendments,  Waivers and Consents.  No amendment,  modification,
termination  or waiver of any  provision  of this  Agreement,  or consent to any
departure  by Company  therefrom,  shall in any event be  effective  without the
written concurrence of Agent and Company.

            18.  Notices.   All  notices,   requests  and  other  communications
hereunder  shall be given to Company at the  facsimile  number and  address  set
forth on the  signature  page hereof and to Agent in  accordance  with  Schedule
10.02 of the Credit Agreement.

            19.  Successors and Assigns.  The provisions of this Agreement shall
be  binding  upon and  inure to the  benefit  of the  parties  hereto  and their
respective  successors  and  assigns,  except  that  Company  may not  assign or
transfer any of its rights or obligations under this Agreement without the prior
written consent of Agent and each Lender.

            20. Waiver. In addition to any other waivers herein,  Company waives
to the  greatest  extent it may  lawfully do so, and agrees that it shall not at
any time insist upon,  plead or in any manner whatever claim or take the benefit
or advantage of, any  appraisal,  valuation,  stay,  extension,  marshalling  of
assets,  redemption  or similar  law, or  exemption,  whether now or at any time
hereafter in force, which may delay, prevent or otherwise affect the performance
by  Company of its  obligations  under,  or the  enforcement  by Agent of,  this


                                      -7-
<PAGE>

Agreement. Company hereby waives diligence,  presentment and demand (whether for
nonpayment or protest or of acceptance,  maturity,  extension of time, change in
nature or form of the  Secured  Obligations,  acceptance  of  further  security,
release of  further  security,  composition  or  agreement  arrived at as to the
amount of, or the terms of the Secured Obligations,  notice of adverse change in
Company's  or any other  Person's  financial  condition  or any other fact which
might  materially  increase  the risk to  Company)  with  respect  to any of the
Secured Obligations or all other demands  whatsoever.  Company hereby waives, to
the extent it may lawfully do so, any  requirement  on the part of any holder of
any Note to mitigate the damages resulting from any default under any Note.

            21. Applicable Law.

            (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF ILLINOIS  APPLICABLE TO AGREEMENTS  MADE AND TO BE
PERFORMED  ENTIRELY  WITHIN SUCH STATE;  PROVIDED,  THAT COMPANY AND AGENT SHALL
RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

            (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER LOAN  DOCUMENT  MAY BE BROUGHT IN THE COURTS OF THE STATE OF  ILLINOIS
SITTING  IN COOK  COUNTY,  ILLINOIS  OR OF THE UNITED  STATES  FOR THE  NORTHERN
DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, COMPANY
AND AGENT  CONSENT,  FOR  THEMSELVES  AND IN RESPECT OF THEIR  PROPERTY,  TO THE
NON-EXCLUSIVE  JURISDICTION OF THOSE COURTS. COMPANY AND AGENT IRREVOCABLY WAIVE
ANY  OBJECTION,  INCLUDING  ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON  CONVENIENS,  WHICH THEY MAY NOW OR  HEREAFTER  HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN
DOCUMENT OR OTHER  DOCUMENT  RELATED  THERETO.  COMPANY AND AGENT WAIVE PERSONAL
SERVICE OF ANY  SUMMONS,  COMPLAINT OR OTHER  PROCESS,  WHICH MAY BE MADE BY ANY
OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

            22.  Waiver  of Jury  Trial.  EACH  PARTY TO THIS  AGREEMENT  HEREBY
EXPRESSLY  WAIVES  ANY RIGHT TO TRIAL BY JURY OF ANY  CLAIM,  DEMAND,  ACTION OR
CAUSE OF ACTION  ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES  HERETO OR ANY OF THEM WITH
RESPECT TO ANY LOAN DOCUMENT,  OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER  ARISING,  AND WHETHER  FOUNDED IN CONTRACT OR
TORT OR  OTHERWISE;  AND EACH PARTY  HEREBY  AGREES AND  CONSENTS  THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE


                                      -8-
<PAGE>

DECIDED BY COURT TRIAL WITHOUT A JURY,  AND THAT ANY PARTY TO THIS AGREEMENT MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE  SIGNATORIES  HERETO TO THE WAIVER OF THEIR RIGHT
TO TRIAL BY JURY.

            23.   Failure  or  Indulgence  Not  Waiver;   Remedies   Cumulative;
Severability.

            (a) No  failure  or delay on the part of Agent or any  Lender in the
exercise  of,  and no course of dealing  with  respect  to, any power,  right or
privilege  under the  Credit  Agreement  or this  Agreement  or any  other  Loan
Document  shall  impair such power,  right or  privilege or be construed to be a
waiver of any Default or Event of Default or acquiescence therein, nor shall any
single or partial exercise of any such power,  right or privilege preclude other
or further exercise thereof or any other right,  power or privilege.  All rights
and remedies existing under the Credit Agreement, this Agreement, the other Loan
Documents or by law afforded are cumulative to, and not exclusive of, any rights
or  remedies  otherwise  available  and shall be  available  to Agent  until the
Secured  Obligations have been  indefeasibly paid in full and the termination of
all Commitments.

            (b) The invalidity,  illegality or unenforceability of any provision
in or obligation  under this Agreement  shall not affect or impair the validity,
legality or enforceability of the remaining provisions or obligations under this
Agreement.

            24. Survival of Representations.  All representations and warranties
of Company  contained in this Agreement shall survive the execution and delivery
of this Agreement.

            25.  Counterparts.  This  Agreement may be executed in any number of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument  and any of the parties  hereto may execute this Agreement by signing
any such counterpart.

                        [Signatures follow on next page.]


                                      -9-
<PAGE>

            Witness the due execution  hereof by the duly authorized  officer of
the undersigned as of the day first above written.

                                        PLAYBOY.COM INTERNET GAMING, INC.


                                        By Robert Campbell
                                        Its Treasurer

                                        Address for notices:

                                        Playboy.com Internet Gaming, Inc.
                                        c/o PEI Holdings, Inc.
                                        680 North Lake Shore Drive
                                        Chicago, Illinois  60611
                                        Attn: Executive Vice President,
                                              Finance and Operations and
                                              Chief Financial Officer
                                        Facsimile:   (312) 649-1395

ACKNOWLEDGED AND ACCEPTED:

BANK OF AMERICA, N.A., as Agent


By David A. Johanson
   -----------------
Its Vice President
    --------------


                                      -10-
<PAGE>

                                   SCHEDULE I
                               TO PLEDGE AGREEMENT

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                                Class of        Stock Certificate      Number of
                  Company                         Stock              Numbers             Shares           Percentage
                  -------                         -----              -------             ------           ----------
------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                <C>                  <C>               <C>
Playboy.com Racing, Inc.                                                                                     100%
------------------------------------------------------------------------------------------------------------------------
</TABLE>