Exhibit 10.31H


                                RESOLUTIONS OF
                          THE BOARD OF DIRECTORS OF
                          PLAYBOY ENTERPRISES, INC.

                              November 29, 2006

            WHEREAS,  the Board of Directors  of the Company  (the  "Board") has
determined to amend the Second Amended and Restated  Playboy  Enterprises,  Inc.
1995 Stock Incentive  Plan, as amended (the "Employee Stock Plan"),  the Amended
and Restated 1997 Equity Plan for Non-Employee Directors of Playboy Enterprises,
Inc., as amended (the "Director Stock Plan") and the Playboy  Enterprises,  Inc.
Employee Stock Purchase Plan, as amended (the "ESPP") in order to (i) permit the
grant of awards under the Employee Stock Plan for a period ending ten years from
the date of stockholder  approval of such amendment and to increase by 2,200,000
the number of shares of the Company's Class B common stock,  par value $0.01 per
share  (the  "Class B Common  Stock"),  that may be  issued  pursuant  to awards
granted under or funded through the Employee  Stock Plan,  (ii) permit the grant
of awards under the Director  Stock Plan for a period  ending ten years from the
date of  stockholder  approval of such  amendment and to increase by 200,000 the
number of shares of Class B Common  Stock that may be issued  pursuant to awards
granted under or funded  through the Director  Stock Plan and (iii)  increase by
90,000 the numbers of shares of Class B Common Stock that may be purchased under
the ESPP. (The Employee Stock Plan, Director Stock Plan and ESPP are hereinafter
collectively referred to as the "Stock Plans.")

            WHEREAS,  the Board has determined that is advisable and in the best
interest of the Company to reserve an additional 10,000 shares of Class B Common
Stock for issuance to employees pursuant to the Company's Service Award Program.

NOW, THEREFORE, IT IS HEREBY:

            RESOLVED,  that the form,  terms and  provisions of the amendment to
the Employee Stock Plan attached  hereto as Exhibit A (the "Employee  Stock Plan
Amendment") are hereby approved and adopted in all respects; and

            IT IS FURTHER  RESOLVED,  that the form, terms and provisions of the
amendment to the Director Stock Plan attached hereto as Exhibit B (the "Director
Stock Plan Amendment") are hereby approved and adopted in all respects; and

            IT IS FURTHER  RESOLVED,  that the form, terms and provisions of the
amendment to the ESPP  attached  hereto as Exhibit C (the  "Employee  Stock Plan
Amendment"  and together with the Employee Stock Plan Amendment and the Director
Stock Plan  Amendment,  the "Stock Plan  Amendments")  are hereby  approved  and
adopted in all respects; and

            IT IS FURTHER RESOLVED, that an additional 2,490,000 shares of Class
B Common Stock are hereby set aside and  reserved  for issuance  pursuant to the
awards granted under or funded through the Stock Plans, subject to adjustment as
may be required in accordance


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with the terms of the Stock Plans,  and an  additional  10,000 shares of Class B
Common  Stock are hereby  reserved  for  issuance to  employees  pursuant to the
Service Award Program; and

            IT IS FURTHER RESOLVED, that upon the issuance and sale of shares of
Class B Common Stock pursuant to and in accordance  with awards granted under or
funded  through the Stock Plans or Service  Award  Program,  such shares will be
duly and validly issued, fully paid and non-assessable; and

            IT IS FURTHER RESOLVED, that (i) the Stock Plans, as amended, be and
hereby are,  recommended  to the  stockholders  of the  Company,  (ii) the Stock
Plans, as amended,  be submitted to such stockholders for the their approval and
(iii) the approval  sought  pursuant to clause (ii) above be sought and obtained
in a manner  (including,  at the discretion of the  appropriate  officers of the
Company,  by the written  consent of the  majority  stockholder  of the Company)
which complies with the shareholder approval  requirements of the New York Stock
Exchange and Sections 162(m),  422 and 423 of the Internal Revenue Code of 1986,
as amended; and

            IT IS FURTHER RESOLVED,  that the officers of the Company,  and each
of them,  be  authorized  and  directed  to execute  these  resolutions  and are
authorized  and  directed to execute such other  documents  and to take all such
further actions as they, or any of them,  determines to be necessary,  desirable
or appropriate to accomplish the purpose of the foregoing resolutions; and

            IT IS FURTHER  RESOLVED,  that any  actions  taken by any officer or
director prior to the date of the foregoing  resolutions adopted hereby that are
within the  authority  conferred  thereby  are hereby  ratified,  confirmed  and
approved as the acts and deeds of the Company.


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<PAGE>

                                                                       EXHIBIT A

                                Amendment to the
   Second Amended and Restated Playboy Enterprises, Inc. 1995 Stock Incentive
                                      Plan

      1. The Second Amended and Restated  Playboy  Enterprises,  Inc. 1995 Stock
Incentive  Plan (the "Plan") is amended to increase by  2,200,000  the number of
shares of the  Company's  Class B common  stock,  par value $0.01 per share (the
"Class B Common Stock"),  that may be issued pursuant to awards granted under or
funded through the Plan by deleting the existing last sentence of Section 2.1(a)
thereof in its entirety and  replacing  such  sentence  with a new sentence that
reads as follows:

           "The aggregate  number of shares which may be issued upon exercise of
           such  Options or rights or upon any such awards  under the Plan shall
           not exceed 7,703,000 shares of Common Stock."

      2. The Plan is amended to permit the grant of awards  under the Plan for a
period  ending ten years from the date of  stockholder  approval  of the Plan as
amended by this amendment.


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                                                                       EXHIBIT B

                                Amendment to the
       Amended and Restated 1997 Equity Plan for Non-Employee Directors of
                            Playboy Enterprises, Inc.

      1. The Amended and Restated 1997 Equity Plan for Non-Employee Directors of
Playboy  Enterprises,  Inc.  (the  "Plan") is amended to increase by 200,000 the
number of shares of the  Company's  Class B common  stock,  par value  $0.01 per
share  (the  "Class B Common  Stock"),  that may be  issued  pursuant  to awards
granted  under or funded  through  the Plan by  deleting  the first  sentence of
Section 3  thereof  in its  entirety  and  replacing  such  sentence  with a new
sentence that reads as follows:

           "Subject to  adjustment  as  provided in Section 9 of this Plan,  the
           number  of shares of Common  Stock  issued or  transferred,  plus the
           number of shares of Common Stock  covered by  outstanding  Awards and
           not  forfeited  under this Plan,  shall not in the  aggregate  exceed
           600,000  shares,  which may be shares of original  issuance or shares
           held in treasury or a combination thereof."

      3. The Plan is amended to permit the grant of awards  under the Plan for a
period  ending ten years from the date of  stockholder  approval  of the Plan as
amended by this amendment.


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                                                                       EXHIBIT C

                                Amendment to the
             Playboy Enterprises, Inc. Employee Stock Purchase Plan

      The Playboy Enterprises, Inc. Employee Stock Purchase Plan (the "Plan") is
amended to  increase  by 90,000 the  number of shares of the  Company's  Class B
common stock,  par value $0.01 per share (the "Class B Common Stock"),  that may
be purchased under the Plan by deleting the second sentence of Section 5 thereof
in its entirety and  replacing  such  sentence with a new sentence that reads as
follows:

           "Subject to the provisions of Section 6(h),  the aggregate  number of
           shares which may be purchased under the Plan shall not exceed 230,000
           shares of Class B Common Stock."


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