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                                                                Exhibit 10.24(g)

                             FIFTH AMENDMENT TO THE
                            PLAYBOY ENTERPRISES, INC.
                       EMPLOYEES' INVESTMENT SAVINGS PLAN
               (As Amended and Restated Effective January 1, 1997)

      WHEREAS, Playboy Enterprises, Inc. (the "Company") maintains the Playboy
Enterprises, Inc. Employees Investment Savings Plan, as amended and most
recently restated effective January 1, 1997 and amended four times thereafter
(the "Plan"); and

      WHEREAS, the Company wishes to further amend the Plan, effective as of
January 1, 2003, to comply with the final regulation under Section 401(a)(9) of
the Internal Revenue Code of 1986, as amended (the "Code") relating to required
minimum distributions.

      NOW THEREFORE, pursuant to its authority under Section 9.01 of the Plan,
the Company hereby amends the Plan by adding a new Section 6.09 as follows:

      Section 6.09 Minimum Distribution Requirements

            (a)   General Rules.

                  (1)   Effective Date. The provisions of this Section will
            apply for purposes of determining required minimum distributions for
            calendar years beginning with the 2003 calendar year.

                  (2)   Precedence. The requirements of this Section will take
            precedence over any inconsistent provisions of the Plan.

                  (3)   Requirements of Treasury Regulations Incorporated. All
            distributions required under this Section will be determined and
            made in accordance with the Treasury Regulations under Code Section
            401(a)(9).

                  (4)   TEFRA Section 242(b)(2) Elections. Notwithstanding the
            other provisions of this article, distributions may be made under a
            designation made before January 1, 1984, in accordance with section
            242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA)
            and the provisions of the Plan that relate to section 242(b)(2) of
            TEFRA.

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            (b)   Time and Manner of Distribution.

                  (1)   Required Beginning Date. The Participant's entire
            interest will be distributed, or begin to be distributed, to the
            Participant no later than the Participant's required beginning date.

                  (2)   Death of Participant Before Distributions Begin. If the
            Participant dies before distributions begin, the Participant's
            entire interest will be distributed, or begin to be distributed, no
            later than as follows:

                        (A)   If the Participant's surviving spouse is the
                  Participant's sole designated beneficiary, the Participant's
                  entire interest will be distributed by December 31 of the
                  calendar year containing the fifth (5th) anniversary of the
                  Participant's death.

                        (B)   If the Participant's surviving spouse is not the
                  Participant's sole designated beneficiary, then the
                  Participant's entire interest will be distributed by December
                  31 of the calendar year containing the fifth (5th) anniversary
                  of the Participant's death.

                        (C)   If there is no designated beneficiary as of
                  September 30 of the year following the year of the
                  Participant's death, the Participant's entire interest will be
                  distributed by December 31 of the calendar year containing the
                  fifth (5th) anniversary of the Participant's death.

                        (D)   If the Participant's surviving spouse is the
                  Participant's sole designated beneficiary and the surviving
                  spouse dies after the Participant but before distributions to
                  the surviving spouse begin, this subsection (b)(2), other than
                  paragraph (A), will apply as if the surviving spouse were the
                  Participant.

                  For purposes of this subsection (b)(2) and subsection (d)
            below, unless paragraph (D) applies, distributions are considered to
            begin on the Participant's required beginning date. If paragraph (D)
            applies, distributions are considered to begin on the date
            distributions are required to begin to the surviving spouse under
            paragraph (A).

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                  (3) Forms of Distribution. Unless the Participant's interest
            is distributed in the form of a single sum on or before the required
            beginning date, as of the first distribution calendar year
            distributions will be made in accordance with subsections (c) and
            (d) below.

            (c)   Required Minimum Distributions During Participant's Lifetime.

                  (1)   Amount of Required Minimum Distribution For Each
            Distribution Calendar Year. During the Participant's lifetime, the
            minimum amount that will be distributed for each distribution
            calendar year is the lesser of:

                        (A)   the quotient obtained by dividing the
                  Participant's account balance by the distribution period in
                  the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9
                  of the Treasury Regulations, using the Participant's age as of
                  the Participant's birthday in the distribution calendar year;
                  or

                        (B)   if the Participant's sole designated beneficiary
                  for the distribution calendar year is the Participant's
                  spouse, the quotient obtained by dividing the Participant's
                  account balance by the number in the Joint and Last Survivor
                  Table set forth in Section 1.401(a)(9)-9 of the Treasury
                  Regulations, using the Participant's and spouse's attained
                  ages as of the Participant's and spouse's birthdays in the
                  distribution calendar year.

                  (2)   Lifetime Required Minimum Distributions Continue Through
            Year of Participant's Death. Required minimum distributions will be
            determined under this subsection (c) beginning with the first
            distribution calendar year and up to and including the distribution
            calendar year that includes the Participant's date of death.

            (d)   Required Minimum Distributions After Participant's Death.

                  (1)   Death On or After Date Distributions Begin.

                        (A)   Participant Survived by Designated Beneficiary. If
                  the Participant dies on or after the date distributions begin
                  and there is a designated beneficiary, the minimum amount that
                  will be distributed

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                  for each distribution calendar year after the year of the
                  Participant's death is the quotient obtained by dividing the
                  Participant's account balance by the longer of the remaining
                  life expectancy of the Participant or the remaining life
                  expectancy of the Participant's designated beneficiary,
                  determined as follows:

                              (i)   The Participant's remaining life expectancy
                        is calculated using the age of the Participant in the
                        year of death, reduced by one for each subsequent year.

                              (ii)  If the Participant's surviving spouse is the
                        Participant's sole designated beneficiary, the remaining
                        life expectancy of the surviving spouse is calculated
                        for each distribution calendar year after the year of
                        the Participant's death using the surviving spouse's age
                        as of the spouse's birthday in that year. For
                        distribution calendar years after the year of the
                        surviving spouse's death, the remaining life expectancy
                        of the surviving spouse is calculated using the age of
                        the surviving spouse as of the spouse's birthday in the
                        calendar year of the spouse's death, reduced by one for
                        each subsequent calendar year.

                              (iii) If the Participant's surviving spouse is not
                        the Participant's sole designated beneficiary, the
                        designated beneficiary's remaining life expectancy is
                        calculated using the age of the beneficiary in the year
                        following the year of the Participant's death, reduced
                        by one for each subsequent year.

                        (B)   No Designated Beneficiary. If the Participant dies
                  on or after the date distributions begin and there is no
                  designated beneficiary as of September 30 of the year after
                  the year of the Participant's death, the minimum amount that
                  will be distributed for each distribution calendar year after
                  the year of the Participant's death is the quotient obtained
                  by dividing the Participant's account balance by the
                  Participant's remaining life expectancy calculated using the
                  age of the Participant in the year of death, reduced by one
                  for each subsequent year.

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                  (2)   Death Before Date Distributions Begin.

                        (A)   Participant Survived by Designated Beneficiary. If
                  the Participant dies before the date distributions begin and
                  there is a designated beneficiary, distribution of the
                  Participant's entire interest will be completed by December 31
                  of the calendar year containing the fifth (5th) anniversary of
                  the Participant's death.

                        (B)   No Designated Beneficiary. If the Participant dies
                  before the date distributions begin and there is no designated
                  beneficiary as of September 30 of the year following the year
                  of the Participant's death, distribution of the Participant's
                  entire interest will be completed by December 31 of the
                  calendar year containing the fifth (5th) anniversary of the
                  Participant's death.

                        (C)   Death of Surviving Spouse Before Distributions to
                  Surviving Spouse Are Required to Begin. If the Participant
                  dies before the date distributions begin, the Participant's
                  surviving spouse is the Participant's sole designated
                  beneficiary, and the surviving spouse dies before
                  distributions are required to begin to the surviving spouse
                  under subsection (b)(2)(A) above, this subsection (d)(2) will
                  apply as if the surviving spouse were the Participant.

            (e)   Definitions.

                  (1)   Designated beneficiary. The individual who is designated
            to receive death benefits under Article 8 and is the designated
            beneficiary under Code Section 401(a)(9) and Section 1.401(a)(9)-1,
            Q&A-4 of the Treasury Regulations.

                  (2)   Distribution calendar year. A calendar year for which a
            minimum distribution is required. For distributions beginning before
            the Participant's death, the first distribution calendar year is the
            calendar year immediately preceding the calendar year which contains
            the Participant's required beginning date. For distributions
            beginning after the Participant's death, the first distribution
            calendar year is the calendar year in which distributions are
            required to begin under subsection (b)(2) above. The required
            minimum distribution for the Participant's first distribution
            calendar year will be made on or before the Participant's required
            beginning date. The required minimum distribution for other
            distribution

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            calendar years, including the required minimum distribution for the
            distribution calendar year in which the Participant's required
            beginning date occurs, will be made on or before December 31 of that
            distribution calendar year.

                  (3)   Life expectancy. Life expectancy as computed by use of
            the Single Life Table in Section 1.401(a)(9)-9 of the Treasury
            Regulations.

                  (4)   Participant's account balance. The Account balance as of
            the last accounting date in the calendar year immediately preceding
            the distribution calendar year ("valuation calendar year") increased
            by the amount of any contributions made and allocated or forfeitures
            allocated to his Accounts as of dates in the valuation calendar year
            after the accounting date and decreased by distributions made in the
            valuation calendar year after the accounting date. The Participant's
            Account balance for the valuation calendar year includes any amounts
            rolled over or transferred to the Plan either in the valuation
            calendar year or in the distribution calendar year if distributed or
            transferred in the valuation calendar year.

                  (5)   Required beginning date. In accordance with Section 6.02
            of the Plan, the April 1 after the calendar year following the later
            of (i) the calendar year in which the Participant attains age 70 1/2
            or, (ii) in the case of a non-5% owner, the calendar year in which
            the Participant ceases to be an Employee.

      IN WITNESS WHEREOF, this Fifth Amendment, having been first duly adopted,
is hereby executed by a duly authorized officer of the Company on this 29th day
of November 2007, to take effect as provided herein.

                                        PLAYBOY ENTERPRISES, INC.

                                        By:      /s/ Robert D. Campbell
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                                        Title:   SVP, Treasurer
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