Exhibit 10.1c

[LOGO]QuadGraphics

                                                           N63W23075 Main Street
                                                                      Sussex, WI
                                                                      53089-2827
                                                                tel 414.566.6000

                                SECOND AMENDMENT


THIS SECOND AMENDMENT, dated March 2, 2004, by and between Playboy Enterprises,
Inc. ("Publisher") and Quad/Graphics, Inc. ("Printer") hereinafter referred to
as the "Amendment".

                                    RECITALS;

A.    Publisher and Printer entered into a certain Agreement, dated October 22,
      1997, pertaining to the performance of prepress services, platemaking or
      cylinder engraving, offset and gravure press work, binding, mailing and
      delivery to common carriers in connection with Publisher's magazine
      entitled, Playboy, which agreement was modified by the First Amendment,
      dated March 3, 2000 (as so modified, the "Agreement").

B.    Publisher and Printer are desirous of amending the Agreement as
      hereinafter provided.

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged by each party, Printer and Publisher agree as follows:

1.    Article 2.01 of the Agreement is amended to extend the term of the
      Agreement by five (5) years to expire December 31, 2009 (through
      completion of the January 2010 issue of Playboy) unless terminated prior
      thereto pursuant to any provisions in the Agreement.

2.    Printer will waive its entitlement to and forego the January 1, 2004 price
      escalation to reflect increases to Printer's labor costs.

3.    The Preparatory Prices, dated February 26, 2004 and attached hereto as
      Exhibit 1, represent the preparatory pricing currently in effect at the
      time of this Amendment, subject to adjustment as provided in the
      Agreement, as hereby amended.

4.    The Manufacturing Prices, dated February 25, 2004 and attached hereto as
      Exhibit 2, shall become effective for issue production commencing as of
      January 1, 2004, subject to adjustment as provided in the Agreement, as
      hereby amended.

      The Paper Requirements, dated February 25, 2004 and attached hereto as
      part of Exhibit 2, represent the paper requirements currently in effect at
      the time of this Amendment.

5.    Article 10.05 of the Agreement is amended to provide that the Preparatory
      and Manufacturing Prices, attached hereto as Exhibits 1 and 2, shall
      remain firm through December 31, 2004. 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 prices contained in
      Exhibits 1 and 2 may be adjusted January 1, 2005, and thereafter on
      January 1, 2007 and January 1, 2009 during the term of the Agreement, as
      herein amended, to reflect such change. Price increases will be limited to
      actual cost not to exceed eighty five percent (85%) of the Consumer Price
      Index. For purposes of Article 10.05, as hereby amended, the "Consumer
      Price Index" means the selected areas, all items index (1967=100) for the
      Chicago-Gary-Lake Co. IL-IN-WI Consumer Price Index for Urban Wage Earners
      and Clerical

<PAGE>
[LOGO]

                                                       Playboy Enterprises, Inc.
                                                       Second Contract Amendment
                                                                   March 2, 2004
                                                                          Page 2


      Workers (CPI-W) published by the Bureau of Labor Statistics, U.S.
      Department of Labor. The increase in the Consumer Price Index applicable
      as of any January first shall be the increase in the Consumer Price Index
      of the previous July over that of the preceding July. (For example, the
      increase applicable for January 1, 2005 shall be the increase in the
      Consumer Price Index of July 2004 over that of July 2003). Printer will
      notify Publisher as soon as practical after knowledge of any increase or
      decrease.

      7.    Except as modified herein, the Agreement will continue in full force
            and effect without change.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers effective on the date herein set forth.

        Playboy Enterprises, Inc.                 Quad/Graphics, Inc.

By: /s/ Maria Mandis                         By: /s/ Timothy J. Ohnmacht
    Name:  Maria Mandis                           Timothy J. Ohnmacht
    Title. VP Production Director                 Vice President-Midwest Sales

Date: 3/10/04                                Date: 3/10/04