Exhibit 10.2.3

                         JOINDER AND AMENDMENT NO. 1 TO
                            MASTER CORPORATE GUARANTY

            Reference  is made to  that  certain  Amended  and  Restated  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 agent  for the  Lenders
("Agent"),  dated as of April 1, 2005 (as such  document is  amended,  restated,
modified or supplemented from time to time, the "Credit Agreement").

            In order to induce  Agent and the other  Lenders to continue to make
advances to Borrower under the Credit  Agreement and in accordance  with Section
6.10 of the Credit Agreement,  each of Club Jenna, Inc., a Colorado corporation,
Dolce Amore, Inc., a Colorado  corporation,  EOD, Inc., a Colorado  corporation,
and Y-Tel  Wireless,  LLC, a Colorado  limited  liability  company (each, a "New
Guarantor"),  each a newly formed direct or indirect  subsidiary or Wholly-Owned
Restricted   Subsidiary  (as  defined  in  the  Credit   Agreement)  of  Playboy
Enterprises, Inc., a Delaware corporation ("Playboy"), hereby agrees to become a
party to that certain Master Corporate Guaranty,  dated as of March 11, 2003 (as
amended,  restated,  modified or supplemented from time to time, the "Guaranty";
capitalized terms not otherwise defined herein shall have the meanings stated in
the  Guaranty),  among  Playboy,  certain  direct and indirect  subsidiaries  of
Borrower and Agent,  by executing  this  Joinder and  Amendment  No. 1 to Master
Corporate  Guaranty (this  "Amendment"),  and further agrees that, in accordance
with the Guaranty on and after the date set forth below, such New Guarantor is a
"Guarantor"  thereunder  and  shall be bound by all the  terms,  provisions  and
obligations of the Guaranty.

            The parties hereto  further agree that the ninth (9th)  paragraph of
Part III of the Guaranty shall be amended and restated as follows:

            The  obligations  of each  Guarantor  (other than the Jenna  Jameson
      Entities) are secured by, among other things, that certain Master Security
      Agreement of even date herewith among each Guarantor and Agent.

            Each of the New  Guarantors  hereby agrees that it makes each of the
representations set forth in the Guaranty as of the date set forth below.

            In all other  respects,  the Guaranty shall remain  unchanged and in
full force and effect in accordance with its original terms.

            This  Amendment  shall be governed by, and  construed in  accordance
with,  the law of the state of Illinois;  provided,  that Agent,  Guarantors and
Lenders shall retain all rights arising under federal law.

            Whenever   possible  each  provision  of  this  Amendment  shall  be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any provision of this

<PAGE>

Amendment shall be prohibited by or invalid under such law, such provision shall
be  ineffective  to the  extent  of  such  prohibition  or  invalidity,  without
invalidating the remainder of such provision or the remaining provisions of this
Amendment.

            This Amendment may be executed in any number of counterparts  and by
the different parties on separate counterparts,  and each such counterpart shall
be deemed to be an original, but all such counterparts shall together constitute
but one and the same Amendment.

                        [Signatures follow on next page.]


                                      -2-
<PAGE>

Dated: September 28, 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
                CLUB JENNA, INC.
                CPV PRODUCTIONS, INC.
                CYBERSPICE, INC.
                DOLCE AMORE, INC.
                EOD, 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

<PAGE>

                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.
                Y-TEL WIRELESS, LLC
                        By:_____________________, its _________________

                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

<PAGE>

ACCEPTED:

BANK OF AMERICA, N.A.,
  as Agent

By  ___________________________________
Its ___________________________________

<PAGE>

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

By  ___________________________________
Its ___________________________________

LASALLE BANK NATIONAL ASSOCIATION,
as a Lender

By  ___________________________________
Its ___________________________________