Exhibit 10.2

[QUAD GRAPHICS LOGO]

                                                           N63W23075 Main Street
                                                                      Sussex, WI
                                                                      53089-2827
July 30, 2007                                                   tel. 414.566.600


Mr. Jim Radtke                                  Ms. Maria Mandis
Sr. Vice President & General Manager            Sr. Vice President of Production
Playboy Enterprises, Inc.                       Playboy Enterprises, Inc.
680 N. Lake Shore Drive                         680 N. Lake Shore Drive
Chicago, IL 60611                               Chicago, IL 60611


RE: This Third  Amendment  to the  preparatory  and printing  agreement  between
Playboy  Enterprises,  Inc.  ("Publisher") and Quad/Graphics,  Inc.  ("Printer")
dated as of October 22, 1997, and amended by the First  Amendment dated March 3,
2000,  and the  Second  Amendment  dated  March  2,  2004  (as so  amended,  the
"Agreement").

Dear Jim and Maria:

The purpose of this letter is to amend the Agreement as follows:

o  Unless  otherwise  specified  below,  this  Amendment is  effective  the date
   hereof. All capitalized terms used in this letter without definition have the
   meaning given to them in the Agreement.

o  Article 2.01 of the Agreement (Term and  Termination) is amended by replacing
   the reference to December 31, 2009 with a reference to December 31, 2012.

o  All  references  in the  Agreement  to the  preparatory  prices in  Exhibit C
   (Pricing  Specifications)  shall continue to refer to the preparatory  prices
   dated September 7, 2006 and attached hereto (the "Preparatory  Prices").  The
   Preparatory  Prices  will  be  subject  to  adjustment  as  provided  in  the
   Agreement.

o  Effective upon the execution of this Third  Amendment,  all references in the
   Agreement to the manufacturing  prices in Exhibit C (Pricing  Specifications)
   and the paper requirements in Exhibit D (Paper Requirements) shall be amended
   to refer to the manufacturing  prices and paper requirements  attached hereto
   (the "Revised  Pricing");  such Revised Pricing will be subject to adjustment
   as provided in the Agreement.

o  Article 10.05 of the Agreement (Prices and Terms) is replaced in its entirety
   with the following:

   "The  Preparatory  Prices and the Revised  Pricing  will remain firm  through
   January 31, 2009 (excluding  ink). If there shall be any change to Printer in
   the price of materials  (excluding ink), or labor increases or decreases (any
   change in labor  conditions),  the Preparatory Prices and the Revised Pricing
   may be  adjusted  on February  1, 2009,  and  thereafter  on February 1, 2011
   during the term of the Agreement,  as herein amended, to reflect such change.
   Price adjustments will not exceed eighty-five  percent (85%) of the change in
   the Consumer Price Index (as herein defined). For purposes of this Agreement,
   the  "Consumer  Price  Index"  means the  selected  areas,  "all items" index
   (1967=100) of the  Chicago-Gary-Lake  Co.  IL-IN-WI  Consumer Price Index for
   Urban Wage Earners and Clerical  Workers  (CPI-W)  published by the Bureau of
   Labor Statistics, U.S. Department of Labor. The price adjustment effective on
   any  February  first shall be 85% of the change in the  Consumer  Price Index
   reported for the month of July  immediately  preceding the effective  date of
   adjustment as compared to that reported for the month of July in the previous
   year. By way of example, the adjustment applicable for February 1, 2009 shall
   be based on the change  reported for the Consumer Price Index of July 2007 as
   compared to the Consumer  Price Index  reported  for July 2008.  Printer will
   notify  Publisher  as soon as  practical  after  knowledge of any increase or
   decrease."

o  Publisher  and Printer each  acknowledge  and affirm that the  Agreement,  as
   hereby  amended,  is ratified and confirmed in all respects and all terms and
   provisions of the Agreement, as amended by this Third Amendment,  will remain
   in full force and effect.

<PAGE>

July 30, 2007
Page 2

If the foregoing represents your understanding,  then please sign this letter in
the space  provided  below and return one  original  document  to my  attention.
Please  do  not  hesitate  to  call  me  directly  if I may  be of  any  further
assistance. Thank you for your attention to this matter.

Sincerely,                                      Accepted and agreed this 7th day
                                                of August, 2007.
QUAD/GRAPHICS, INC.
                                                PLAYBOY ENTERPRISES, INC.
/s/ Timothy J. Ohnmacht
Timothy J. Ohnmacht
Vice President of Sales - Midwest               By:      /s/ Maria Mandis
                                                         -----------------------
                                                Name:    Maria Mandis
                                                         -----------------------
                                                Title:   Senior Vice President/
                                                         -----------------------
                                                         Production Director
                                                         -----------------------

Attachments

<PAGE>

                                    Exhibit C
                             Pricing Specifications

<PAGE>

                                    Exhibit D
                               Paper Requirements