Exhibit 10.3

              AMENDMENT NO. 1 TO PLAYBOY.COM, INC. PROMISSORY NOTE

                                                                    July 1, 2002

      WHEREAS, on September 26, 2001, Playboy.com, Inc., a Delaware corporation
(the "Company"), issued a promissory note (the "Note"), pursuant to which it
promised to pay to the order of Hugh M. Hefner, an individual (the "Holder"),
the principal amount of FIVE MILLION Dollars ($5,000,000), together with
interest incurred thereon, as therein provided;

      WHEREAS, the Note provided that, except as otherwise provided therein, all
principal and interest accrued and unpaid thereunder shall become due on July 1,
2002 (the "Maturity Date");

      WHEREAS, the Company and the Holder have determined that it is advisable
and in their best interests to amend the Note to extend the Maturity Date to
July 1, 2003, and to provide that beginning on July 1, 2002, the Company shall
pay interest to the Holder monthly, all as provided herein;

      NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the Company and the
Holder hereby agree as follows:

1.    Section 1 of the Note is hereby deleted in its entirety and replaced with
      the following:

      1. INTEREST. Prior to the date upon which this Note becomes due and
      payable as described herein, the unpaid balance of the principal amount
      shall accrue interest at a rate equal to eight percent (8.0%) per annum.
      Interest shall be payable monthly on the first day of each month, or if
      such date is a Saturday, Sunday or legal holiday under the laws of the
      State of New York, on the next succeeding business day in New York,
      beginning on July 1, 2002. The Company and the Holder hereby acknowledge
      and agree that the amount of all accrued but unpaid interest hereon from
      the date of this Note until July 1, 2002 is $308,888.89, and the Company
      shall pay such amount to the Holder on July 1, 2002. Interest shall be
      computed on the basis of a 360-day year of twelve 30-day months. All
      payments received by the Holder hereunder will be applied first to costs
      of collection and fees, if any, then to interest, and the balance to
      principal.

2.    Section 2 of the Note is hereby deleted in its entirety and replaced with
      the following:

      "2. REPAYMENT. Except as otherwise provided herein, all principal and
      interest accrued and unpaid hereunder shall become due on July 1, 2003
      (the "Maturity Date", and shall be payable by the Company to the Holder in
      full on

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      the Maturity Date; provided that, this Note may be repaid in whole or in
      part by the Company without penalty or premium at any time and from time
      to time prior to the Maturity Date. This Note shall be paid without
      deduction by reason of any set-off, defense or counterclaim of the
      Company. If any payment due hereunder shall become due on a Saturday,
      Sunday or legal holiday under the laws of the State of New York, such
      payment shall be made on the next succeeding business day in New York.

3.    The Company and the Holder hereby acknowledge and agree that this
      Amendment No. 1 constitutes a valid amendment of the Note pursuant to
      Section 11 thereof. This Amendment No. 1 may be executed and delivered
      (including by facsimile transmission) in any number of counterparts, and
      by the different parties hereto in separate counterparts, each of which
      when executed and delivered shall be deemed to be an original but all of
      which taken together shall constitute one and the same agreement. Except
      to the extent necessary to implement the change set forth above, the Note
      shall remain unmodified and in full force and effect. This Amendment No. 1
      shall be construed and enforced in accordance with, and the rights of the
      parties shall be governed by, the laws of the State of New York, without
      giving effect to the conflicts of law provisions thereof.

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      IN WITNESS WHEREOF, the Company and the Holder have caused this Amendment
No. 1 to be signed on the date first set forth above.

                                        PLAYBOY.COM, INC.


                                        By: /s/ Lawrence R. Lux
                                            ------------------------------------
                                            Lawrence R. Lux, President


                                        /s/ Hugh M. Hefner
                                        ----------------------------------------
                                        HUGH M. HEFNER


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