Exhibit 10.2.8

                          TRADEMARK SECURITY AGREEMENT

            This TRADEMARK  SECURITY AGREEMENT (the "Agreement") made as of this
15th day of May 2006, by PLAYBOY.COM,  INC., a Delaware corporation  ("Grantor")
in favor of Bank of  America,  N.A.,  in its  capacity  as Agent for the Lenders
party to the Credit Agreement (defined below) ("Grantee"):

                               W I T N E S S E T H

            WHEREAS, PEI Holdings, Inc. ("PEI"), Grantee and Lenders are parties
to that certain Amended and Restated Credit  Agreement dated as of April 1, 2005
(as the same may be amended,  restated,  supplemented or otherwise modified from
time to time, the "Credit Agreement"),  providing for extensions of credit to be
made to or for the benefit of PEI by Lenders;

            WHEREAS,  pursuant  to that  certain  Joinder  to  Master  Corporate
Guaranty of even date  herewith  pursuant to which Grantor 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. ("Playboy"),  certain direct and
indirect  subsidiaries of PEI (collectively,  the "Other Grantors") and Grantee,
Grantor has guaranteed the Borrower's  Obligations (as defined in the Guaranty);
and

            WHEREAS,  pursuant  to the terms of a certain  Joinder  to  Security
Agreement of even date herewith  pursuant to which Grantor has become a party to
that  certain  Security  Agreement  dated as of March 11,  2003  among the Other
Grantors and Grantee (as the same may be amended or otherwise modified from time
to time,  the  "Security  Agreement"),  Grantor has granted to Grantee,  for the
benefit of  Lenders,  a lien on, and  security  interest  in, any and all right,
title and  interest  in,  and to the  Trademarks  (as  defined  in the  Security
Agreement),  whether now owned or  hereafter  created,  acquired or arising,  to
secure the  payment of all  obligations  of and  amounts  owing by PEI under the
Credit Agreement and Grantor's obligations under the Guaranty;

            NOW,  THEREFORE,  in  consideration of the premises set forth herein
and for other good and valuable consideration,  receipt and sufficiency of which
are hereby acknowledged, Grantor agrees as follows:

            1.  Incorporation  of Credit Agreement and Security  Agreement.  The
Credit Agreement and Security Agreement and the terms and provisions thereof are
hereby  incorporated  herein in their  entirety by this reference  thereto.  All
terms  capitalized but not otherwise defined herein shall have the same meanings
herein as in the Security Agreement.

            2. Grant and Reaffirmation of Grant of Security Interests. To secure
the payment and performance of the Obligations and Grantor's  obligations  under
the Guaranty,  Grantor hereby grants to Grantee, for its benefit and the benefit
of Lenders,  and hereby  affirms its grant  pursuant to the  Security  Agreement
(which grant shall be deemed to have been made  simultaneously  herewith)  of, a
lien on, and security interest in, any and all right,  title and interest in and
to the following  (all of the following  items or types of property being herein
collectively referred to as the "Trademark Collateral";  provided that Trademark
Collateral  will not  include  "intent  to use"  trademark  applications  unless
Grantor has used such  trademarks  and has filed a statement of use or amendment
to allege use with respect to such application),  whether now owned or hereafter
created, acquired or arising:

            (i) any  trademarks,  trademark  registrations,  and  trademark
      applications,  trade names and trade styles,  service marks,  service
      registrations  and  service  mark  applications,   including  without
      limitation,  the United States federal  trademark  registrations  and
      applications  set  forth on  Schedule  A  hereto,  all  renewals  and
      extensions of any of the foregoing and all goodwill symbolized by any
      of the foregoing;

            (ii) all income,  damages and payments now and hereafter due or
      payable with respect thereto,  including without limitation,  damages
      and payments for past or future  infringements,  unfair  competition,
      dilution,  or for injury to the goodwill  associated  with any of the
      Trademarks;

<PAGE>

            (iii) licenses of any of the foregoing to or from third parties
      and the royalties and other payments, if any, receivable thereunder;

            (iv)  the  right  to  sue  for   past,   present   and   future
      infringements thereof;

            (v) all rights corresponding thereto throughout the world; and

            (vi)  Proceeds and products of the  foregoing and all insurance
      payments pertaining to the foregoing and proceeds thereof.

            Notwithstanding  the foregoing,  the Trademark  Collateral shall not
include any General  Intangibles  or other rights  arising under any  contracts,
instruments,  licenses or other documents to the extent that the grant of a Lien
or security  interest  therein  would (a) result in a breach of the terms of, or
constitute a default under,  such contract,  instrument,  license,  agreement or
other  document  (other  than to the extent that any such term would be rendered
ineffective pursuant to Sections 9-406, 9-407 or 9-408 of the Uniform Commercial
Code or any successor  provision of the Uniform  Commercial Code of any relevant
jurisdiction  or  other  applicable  law) or (b) give  any  other  party to such
contract,  instrument,  license or other  document  the right to  terminate  its
obligations  thereunder pursuant to a valid and enforceable provision (including
without  limitation in connection with the operation of Section 9-406,  9-407 or
9-408 of the Uniform Commercial Code or any other applicable law).


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<PAGE>

            IN WITNESS  WHEREOF,  Grantor has duly executed this Agreement as of
the date first written above.

                                           PLAYBOY.COM, INC.


                                           By
                                           Name: Robert Campbell
                                           Title:Treasurer

Agreed and Accepted
As of the Date First Written Above

BANK OF AMERICA, N.A.
as Agent

By David A Johanson
Its Vice President


                                      -3-
<PAGE>

                                 ACKNOWLEDGMENT

STATE OF                   Illinois )
                                    )  SS
COUNTY OF                  Cook     )

            I, Sue Ann Dickey,  a Notary  Public in and for and residing in said
County and State, DO HEREBY CERTIFY THAT Robert Campbell, of Playboy.com,  Inc.,
personally  known to me to be the same persons whose names are subscribed to the
foregoing instrument appeared before me this day in person and acknowledged that
they signed and  delivered  said  instrument as their own free and voluntary act
and as the free and voluntary act of the corporations set forth on the signature
page of the foregoing instrument for the uses and purposes therein set forth.

            GIVEN under my hand and notarial seal this 5th day of May 2006.

                                             Sue Ann Dickey
                                             Notary Public

                                             My Commission Expires:

                                             September 2, 2007


                                      -4-
<PAGE>

                                 ACKNOWLEDGMENT

STATE OF                   Illinois )
                                    )  SS
COUNTY OF                  Cook     )

            I, Maria  Paggao,  a Notary  Public in and for and  residing in said
County and State,  DO HEREBY  CERTIFY THAT David A. Johanson of Bank of America,
N.A.,  personally  known to me to be the same person whose name is subscribed to
the foregoing  instrument appeared before me this day in person and acknowledged
that ___he signed and  delivered  said  instrument as his own free and voluntary
act and as the  free  and  voluntary  act of said  __________  for the  uses and
purposes therein set forth.

            GIVEN under my hand and notarial seal this 1st day of May 2006.

                                        Maria Paggao
                                        Notary Public

                                        My Commission Expires:

                                              2/1/09
                                        ----------------------------------------


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<PAGE>

                                   SCHEDULE A

                             TRADEMARK REGISTRATIONS

   Trademark Title            U.S. Registration No.           Registration Date
   ---------------            ---------------------           -----------------

                             TRADEMARK APPLICATIONS

Trademark Application         U.S. Application No.            Registration Date
---------------------         --------------------            -----------------