<PAGE>


                              EMPLOYMENT AGREEMENT

AGREEMENT, made and entered into as of the 21st day of February, 2000 by and
between Playboy.com, Inc., a Delaware company (the "Company"), and Kevin Mayer
(the "Executive").

                                   WITNESSETH:

WHEREAS, the Company desires to employ the Executive and to enter into an
agreement embodying the terms of such employment (this "Agreement") and the
Executive desires to enter into this Agreement and to accept such employment,
subject to the terms and provisions of this Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained
herein and for other good and valuable consideration, the receipt of which is
mutually acknowledged, the Company and the Executive (individually a "Party" and
together the "Parties") agree as follows:

1.       DEFINITIONS.

         (a) "Base Salary" shall mean the salary provided for in section 4.
             below.

         (b) "Board" shall mean the Board of Directors of the Company.

         (c) "Cause" shall mean that the Executive shall have:

                  (i)      been convicted of a criminal violation involving
                           dishonesty, fraud or breach of trust; or

                  (ii)     willfully engaged in misconduct in the performance of
                           Executive's duties that materially injures the
                           Company or "Affiliate" of the Company. Affiliate
                           shall mean any company directly or indirectly through
                           one or more intermediaries, controlling the Company
                           or controlled by, or under common control with the
                           Company. For purposes of the foregoing, "control"
                           (and "controlled" and "controlling"


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                           respectively), as used in the immediately preceding
                           sentence, means the possession, direct or indirect,
                           of the power to direct or cause the direction of the
                           management and policies of the specified
                           company/Company (whether by the holding of shares or
                           other equity interests, the possession of voting or
                           contract rights or otherwise).

         (d)      "Constructive Termination without Cause" shall mean
                  termination by the Executive of his employment following
                  occurrence of any of the following events without his written
                  consent:

                  (i)      a reduction in the Executive's compensation (Base
                           Salary or equity opportunity); or

                  (ii)     a material diminution in the Executive's duties or
                           the assignment to the Executive of duties which are
                           materially inconsistent with his current duties.

2.       TERM OF EMPLOYMENT.

         (a)      The Company hereby employs the Executive, and the Executive
                  hereby accepts such employment, for the period commencing
                  February 21, 2000 and ending February 20, 2004, subject to
                  earlier termination, as provided in section 10. below ("Term
                  of Employment").

         (b)      Anything herein to the contrary notwithstanding, the Company
                  shall have the right to terminate Executive's employment
                  hereunder with or without cause at any time.

3.       POSITION, DUTIES AND RESPONSIBILITIES.

         (a)      During the Term of Employment, the Executive shall be employed
                  as President and Chief Executive Officer of the Company and
                  shall also serve on the Company's Board. The Executive, in
                  carrying out his duties under this Agreement, shall report to
                  the


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                  Company's Board. The Executive's responsibilities and
                  authority will be commensurate with his position.

         (b)      Anything herein to the contrary notwithstanding, nothing shall
                  preclude the Executive from serving, subject to approval of
                  the Company's Board, on the boards of a reasonable number of
                  other corporations or the boards of a reasonable number of
                  trade associations and/or charitable organizations, provided
                  that such activities do not interfere with the proper
                  performance of his duties and responsibilities on behalf of
                  the Company.

         (c)      The Executive will be based in New York City, New York with
                  offices there and in Los Angeles, California and Chicago,
                  Illinois.

4.       BASE SALARY.

         The Executive shall be paid an annualized Base Salary, payable in
         accordance with the regular payroll practices of the Company, of three
         hundred fifty thousand dollars ($350,000).

5.       ANNUAL INCENTIVE COMPENSATION.

         The Executive shall participate in an incentive compensation plan with
         a maximum annual target award opportunity of twenty-five percent (25%)
         of Base Salary tied to the Company's performance against budget and
         paid as soon after fiscal year-end as the financial objectives can be
         measured and the Company's outside auditors have closed the Company's
         books. For fiscal year 2000 (January 1 through December 31, 2000),
         Executive will be treated as if he were employed for the entire fiscal
         year for purposes of computing any such incentive compensation payable
         to him.

6.       EQUITY PARTICIPATION.

         Effective as of February 21, 2000, the Company shall grant the
         Executive, pursuant to the Company's 2000 Incentive Stock Plan (which
         is to be approved by the


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         Company's Board and sole shareholder), an option (the "Stock Option")
         to purchase those number of shares (the "Option Shares") of the
         Company's common stock which represents five percent (5%) of the
         Company's outstanding pre-Initial Public Offering ("IPO") equity based
         on an enterprise valuation by the Company's lead investment bankers,
         which valuation in no event shall be more than one hundred ninety-five
         million dollars ($195,000,000). The strike price for such shares shall
         be calculated by taking said referenced enterprise valuation and
         dividing it by the number of the Company's outstanding pre-IPO equity
         shares.

         (a)      The Option Shares will vest in the following manner:

                  (i)      twenty percent (20%) of the Option Shares will vest
                           on the first (1st) anniversary of the Effective Date;

                  (ii)     sixty percent (60%) of the Option Shares will vest in
                           equal monthly installments in each twelve (12) month
                           period (i.e., one-thirty-sixth (1/36th) each month)
                           after the first (1st) anniversary of the Effective
                           Date; and

                  (iii)    The remaining twenty percent (20%) of the Option
                           Shares will vest in equal increments on each December
                           31, for the years ending in 2000, 2001, 2002 and
                           2003, provided that the Company's Performance, as
                           defined, for any such year exceeds the Dow Jones
                           Internet Index Performance, as defined, in such year
                           by a minimum of fifteen percent (15%). Each year will
                           be considered separately for purposes of determining
                           if such vesting has occurred. (Solely for purposes of
                           illustrating the foregoing, if the Dow Jones Internet
                           Index increases from the effective date of the
                           Company's IPO to the end of the year 2000 by ten
                           percent (10%), then the Company's Performance from
                           its initial sales price to underwriters on its IPO
                           must increase by eleven and one-half percent (11.5%)
                           (i.e., 115% of 10%) in order for Executive to


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                           qualify for vesting in the year 2000. Also, for
                           purposes of illustration only, if the Dow Jones
                           Internet Index decreases by twenty percent (20%) in
                           any such year, the Company's performance must
                           decrease by seventeen percent (17%) or less in order
                           for Executive to vest the Option Shares for such
                           year.)

                           Playboy.com's Performance shall be defined as
                           follows: for the year ending December 31, 2000 it
                           shall be the percentage change in the share price to
                           underwriters from the date of the Company's initial
                           public offering to the current year-end price, which
                           shall be defined as the average of the closing prices
                           of Playboy.com on the ten (10) trading days preceding
                           the next January 1. For each subsequent year, it
                           shall be measured by calculating the percentage
                           change in the previous year-end price and the current
                           year-end price.

                           Dow Jones Internet Index Performance shall be defined
                           as follows: for the year ending December 31, 2000 it
                           shall be the percentage change in the Index from the
                           date of the IPO to the current year-end price, which
                           shall be defined as the average of the closing prices
                           of the Dow Jones Internet Index on the ten (10)
                           trading days preceding the next January 1. For each
                           subsequent year, it shall be measured by calculating
                           the percentage change in the previous year-end price
                           and the current year-end price.

         (b)      In the event there is a Change of Control and the Company
                  terminates the Executive's employment during the Term of
                  Employment other than pursuant to section 10.(c), or if
                  Executive terminates his employment pursuant to section
                  10.(d), all unvested Stock Options granted to Executive
                  hereunder will immediately vest. "Change of Control" shall
                  mean a change in ownership or control of the Company effected
                  through any of the following transactions:


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                  (i)      a merger, consolidation or reorganization approved by
                           the Company's stockholders, UNLESS securities
                           representing more than fifty percent (50%) of the
                           total combined voting power of the voting securities
                           of the successor corporation are immediately
                           thereafter beneficially owned, directly or indirectly
                           and in substantially the same proportion, by the
                           persons who beneficially owned the Company's
                           outstanding voting securities immediately prior to
                           such transaction;

                  (ii)     any stockholder-approved transfer or other
                           disposition of all or substantially all of the
                           Company's assets; or

                  (iii)    the acquisition, directly or indirectly by any person
                           or related group of persons (other than the Company
                           or a person or company that directly or indirectly
                           controls, is controlled by, or is under common
                           control with, the Company), of beneficial ownership
                           (within the meaning of Rule 13d-3 of the 1934 Act) of
                           securities possession more than fifty percent (50%)
                           of the total combined voting power of the Company's
                           outstanding securities pursuant to a tender or
                           exchange offer made directly to the Company's
                           stockholders which the Board recommends such
                           stockholders accept.

                  For purposes of this section 6.(b) only, the "Company" shall
                  include its ultimate parent, Playboy Enterprises, Inc.

7.       EMPLOYEE BENEFIT PROGRAMS.

         The Executive shall be eligible to participate in any employee benefit
         programs of the Company applicable to other senior level executives. In
         addition, the Executive shall be entitled to four (4) weeks per annum
         vacation.


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8.       PERQUISITES.

         The Executive shall be entitled to perquisites on the same basis as
         made available to other senior executives of the Company and:

         (a)      during the Term of Employment, in recognition of the
                  substantial amount of time required to be spent in New York on
                  Company business, the Company shall reimburse the Executive up
                  to fifty thousand dollars ($50,000) annually of the cost of a
                  New York apartment lease in lieu of hotel accommodations; and

         (b)      expensing the cost of airline upgrade certificates or coupons.

9.       REIMBURSEMENT OF BUSINESS AND OTHER EXPENSES.

         Executive shall be reimbursed for all necessary travel, entertainment
         and miscellaneous expenses reasonably incurred by Executive in the
         performance of his duties hereunder in accordance with the Company
         travel and entertainment policy applicable to other members of senior
         management of the Company upon submission of documentation reasonably
         satisfactory to the Company of such expenses.

10.      TERMINATION OF EMPLOYMENT.

         (a)      TERMINATION DUE TO DEATH.

                  In the event the Executive's employment is terminated due to
                  his death, his estate or his beneficiaries, as the case may
                  be, shall be entitled to:

                  (i)      Base Salary through the date of death;

                  (ii)     the right to exercise any Stock Option which was
                           exercisable at the date of the Executive's death for
                           a period of one (1) year following the Executive's
                           death;


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                  (iii)    any amounts earned, accrued or owing to the Executive
                           but not yet paid; and

                  (iv)     other benefits in accordance with applicable plans
                           and programs of the Company.

         (b)      TERMINATION DUE TO DISABILITY.

                  In the event the Executive becomes totally disabled or
                  disabled such that he is rendered unable to perform
                  substantially all of his usual duties for the Company, and if
                  such disability shall persist for a continuous period in
                  excess of three (3) months, or an aggregate period in excess
                  of four (4) months in any one (1) fiscal year, the Company
                  shall have the right at any time after the end of such period
                  to terminate the Executive's employment under this Agreement
                  by delivering a thirty (30) day prior written notice to him.

                  For purposes of this Agreement, if the Executive and the
                  Company shall disagree as to whether he is totally disabled,
                  or disabled such that he is rendered unable to perform
                  substantially all of his usual duties for the Company, the
                  decision of a doctor, mutually agreed upon by the parties,
                  shall be binding as to both questions. If the parties cannot
                  agree upon a doctor, the Executive and the Company shall each
                  select a doctor. The two (2) doctors so selected shall select
                  a third (3rd) doctor, who shall resolve either or both of the
                  questions referred to above.

                  In the event the Executive's employment is terminated due to
                  disability, he shall be entitled to:

                  (i)      Base Salary through the effective date of his
                           termination due to disability;

                  (ii)     the right to exercise any Stock Option which is
                           exercisable on the date of termination for a period
                           of one (1) year;


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                  (iii)    any amounts earned, accrued or owing to the Executive
                           but not yet paid; and

                  (iv)     disability and other benefits in accordance with the
                           applicable plans and programs of the Company.

         (c)      TERMINATION BY THE COMPANY FOR CAUSE.

                  In the event the Company terminates the Executive's employment
                  for Cause, he shall be entitled to:

                  (i)      Base Salary through the date of such termination;

                  (ii)     any amounts earned, accrued or owing to the Executive
                           but not yet paid; and

                  (iii)    other benefits, if any, in accordance with applicable
                           plans and programs of the Company.

         (d)      TERMINATION WITHOUT CAUSE OR CONSTRUCTIVE TERMINATION WITHOUT
                  CAUSE.

                  In the event the Executive's employment is terminated without
                  cause or in the event there is a Constructive Termination
                  Without Cause, the Executive shall be entitled to:

                  (i)      Base Salary through the date of such termination;

                  (ii)     Base Salary, at the annualized rate in effect on the
                           date of termination of the Executive's employment for
                           a period of twelve (12) months; payable lump sum
                           immediately after such termination;

                  (iii)    if termination occurs prior to the end of the
                           Executive's first (1st) year of employment, the
                           immediate vesting of all unvested Stock Options
                           granted to Executive under section 6.(a)(i);


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                  (iv)     any amounts earned, accrued or owing to the Executive
                           but not yet paid; and

                  (v)      other benefits in accordance with applicable plans
                           and programs of the Company.

         (e)      VOLUNTARY TERMINATION.

                  Same consequences as Termination for Cause.

         (f)      NO MITIGATION.

                  In the event of any termination of employment, the Executive
                  shall be under no obligation to seek other employment and
                  there shall be no offset against amounts due him under the
                  Agreement on account of any remuneration attributable to any
                  subsequent employment that he may obtain.

11.      TERMINATION OF DISPUTES.

         Any disputes arising under or in connection with this Agreement shall,
         at the election of the Executive or the Company, be resolved by binding
         arbitration, to be held in New York City, New York in accordance with
         the rules and procedures of the American Arbitration Association.
         Judgment upon the award rendered by the arbitrator(s) may be entered in
         any court having jurisdiction thereof. Costs of the arbitration or
         litigation, including, without limitation, reasonable attorneys' fees
         of both Parties, shall be borne by the Company. Pending the resolution
         of any arbitration or court proceeding, the Company shall continue
         payment of all amounts due the Executive under this Agreement and all
         benefits to which the Executive is entitled at the time the dispute
         arises.

12.      INDEMNIFICATION.

         (a)      The Executive shall be entitled to indemnification by the
                  Company in accordance with the provisions of the Company's
                  bylaws and the implementing Board resolutions as in effect on
                  the date of this Agreement


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                  or, if more favorable to Executive, the provisions of such
                  bylaws as in effect at the time indemnification is requested.

         (b)      The Company shall include Executive as an additional insured
                  under its directors' and officers' liability insurance which
                  shall be maintained by the Company during the Term of
                  Employment.

13.      EFFECT OF AGREEMENT ON OTHER BENEFITS.

         Except as specifically provided in this Agreement, the existence of
         this Agreement shall not prohibit or restrict the Executive's
         entitlement to full participation in the employee benefit and other
         plans or programs in which senior executives of the Company are
         eligible to participate.

14.      ASSIGNABILITY; BINDING NATURE.

         This Agreement shall be binding upon and inure to the benefit of the
         Parties and their respective successors, heirs (in the case of the
         Executive) and assigns. Without the prior written consent of the
         Company, no rights or obligations of the Executive under this Agreement
         may be assigned or transferred by the Executive other than his rights
         to compensation and benefits, which may be transferred only by will or
         operation of law, except as provided in section 23. below.

15.      CONFLICTS OF INTEREST.

         (a)      It is hereby acknowledged that Executive is aware of Company's
                  Affiliates' conflict of interest policy (a copy of which is
                  attached hereto as Exhibit "A" and by this reference made a
                  part hereof), and understands that compliance therewith is of
                  the essence of and is material to this Agreement. Company
                  agrees that Executive shall have a period of sixty (60) days
                  from commencement of services hereunder during which to divest
                  himself of ownership of any firms, corporation, stock or
                  similar items which are in violation of said conflict of
                  interest policy.


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         (b)      Executive recognizes and acknowledges that a breach of the
                  provisions of this paragraph would result in immeasurable and
                  irreparable harm to Company. Executive accordingly agrees that
                  in addition to, and not in lieu of, all other remedies
                  available to Company against Executive by reason of such
                  breach, Company shall be entitled to temporary and permanent
                  injunctive relief to prevent the occurrence or continuation
                  thereof.

16.      CONFIDENTIALITY, DISCLOSURE OF INFORMATION.

         (a)      The Executive recognizes and acknowledges that he will have
                  access to Confidential Information (as defined below) relating
                  to the business or interest of the Company or of persons with
                  whom the Company may have business relationships. Except as
                  permitted herein or as may be approved by the Company from
                  time to time, the Executive will not during the Term of
                  Employment or at any time thereafter, use, disclose or permit
                  to be known by any other person or entity, any Confidential
                  Information of the Company (except as required by applicable
                  law or in connection with the performance of the Executive's
                  duties and responsibilities hereunder). If Executive is
                  requested or becomes legally compelled to disclose any of the
                  Confidential Information, he will give prompt notice of such
                  request or legal compulsion to the Company. The Company may
                  waive compliance with this section 16.(a) or will provide
                  Executive with legal counsel at no cost to Executive to seek
                  an appropriate remedy. The term "Confidential Information"
                  means information relating to the Company's business affairs,
                  proprietary technology, trade secrets, patented processes,
                  research and development data, know-how, market studies and
                  forecasts, competitive analyses, pricing policies, employee
                  lists, employment agreements (other than this Agreement),
                  personnel policies, the substance of agreements with
                  customers, suppliers and others, marketing arrangements,
                  customer lists, commercial arrangements, or any other
                  information relating to the Company's business that is not
                  generally known


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                  to the public or to actual or potential competitors of the
                  Company (other than through a breach of this Agreement). This
                  obligation shall continue until such Confidential Information
                  becomes publicly available, other than pursuant to a breach of
                  this section 16. by the Executive, regardless of whether the
                  Executive continues to be employed by the Company.

         (b)      It is further agreed and understood by and between the parties
                  to this Agreement that all "Company Materials," which include,
                  but are not limited to, computers, computer software, computer
                  disks, tapes, printouts, source, HTML and other code,
                  flowcharts, schematics, designs, graphics, drawings,
                  photographs, charts, graphs, notebooks, customer lists, sound
                  recordings, other tangible or intangible manifestation of
                  content, and all other documents whether printed, typewritten,
                  handwritten, electronic, or stored on computer disks, tapes,
                  hard drives, or any other tangible medium, as well as samples,
                  prototypes, models, products and the like, shall be the
                  exclusive property of the Company and, upon termination of
                  Executive's employment with the Company, and/or upon the
                  request of the Company, all Company Materials, including
                  copies thereof, as well as all other Company property then in
                  the Executive's possession or control, shall be returned to
                  and left with the Company. Anything in this section 16.(b) to
                  the contrary notwithstanding, Executive shall be entitled to
                  retain his personal rolodex and any Company Materials
                  contained in his personal computer so long as he does not
                  disclose any Company Materials to any third parties.

17.      INVENTIONS DISCOVERED BY EXECUTIVE

         The Executive shall promptly disclose to the Company any invention,
         improvement, discovery, process, formula or method or other
         intellectual property, whether or not patentable or copyrightable
         (collectively, "Inventions"), conceived or first reduced to practice by
         the Executive, either alone or jointly with others, while performing
         services


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         hereunder (or, if based on any Confidential Information, within one (1)
         year after the Term):

         (a)      which pertain to any line of business activity of the Company,
                  if then conducted or then being actively planned by the
                  Company, with which the Executive was or is involved,

         (b)      which is developed using time, material or facilities of the
                  Company, whether or not during working hours or on the Company
                  premises, or

         (c)      which directly relates to any of the Executive's work during
                  the Term, whether or not during normal working hours.

         The Executive hereby quitclaims to the Company all of the Executive's
         right, title and interest in and to any such Inventions. During and
         after the Term, the Executive shall execute any documents necessary to
         perfect the quitclaim of such Inventions to the Company and to enable
         the Company to apply for, obtain and enforce patents, trademarks and
         copyrights in any and all countries on such Inventions, including,
         without limitation, the execution of any instruments and the giving of
         evidence and testimony, without further compensation beyond the
         Executive's agreed compensation during the course of the Executive's
         employment. Without limiting the foregoing, the Executive further
         acknowledges that all original works of authorship by the Executive,
         whether created alone or jointly with others, relating to the
         Executive's employment with the Company, and which are protectable by
         copyright, are "works made for hire" within the meaning of the United
         States Copyright Act, 17 U.S.C. Section 101, as amended, and the
         copyright of which shall be owned solely, completely and exclusively by
         the Company. If any Invention is considered to be a work not included
         in the categories of work covered by the United States Copyright Act,
         17 U.S.C. Section 101, as amended, such work is hereby conveyed and
         transferred completely and exclusively to the Company. The Executive
         hereby irrevocably designates counsel to the Company as the Executive's
         agent and attorney-in-fact to do all lawful acts necessary to apply for
         and obtain patents and copyrights and to enforce


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         the Company's rights under this section. This section 17. shall survive
         the termination of this Agreement. Any conveyance of copyright
         hereunder includes all rights of paternity, integrity, disclosure and
         withdrawal and any other rights that may be known as or referred to as
         "moral rights" (collectively "Moral Rights"). To the extent such Moral
         Rights cannot be conveyed under applicable law and to the extent the
         following is allowed by the laws in the various countries where Moral
         Rights exist, the Executive hereby waives such Moral Rights and
         consents to any action of the Company that would violate such Moral
         Rights in the absence of such consent. The Executive agrees to confirm
         any such waivers and consents from time to time as requested by the
         Company.

18.      NON-COMPETITION AND NON-SOLICITATION

         The Executive acknowledges that the Company has invested substantial
         time, money and resources in the development and retention of its
         Inventions, Confidential Information (including trade secrets),
         customers, accounts and business partners, and further acknowledges
         that during the course of the Executive's employment with the Company
         the Executive has had and will have access to the Company's Inventions
         and Confidential Information (including trade secrets), and will be
         introduced to existing and prospective customers, accounts and business
         partners of the Company. The Executive acknowledges and agrees that any
         and all "goodwill" associated with any existing or prospective
         customer, account or business partner belongs exclusively to the
         Company, including, but not limited to, any goodwill created as a
         result of direct or indirect contacts or relationships between the
         Executive and any existing or prospective customers, accounts or
         business partners. Additionally, the parties acknowledge and agree that
         Executive possesses skills that are special, unique or extraordinary
         and that the value of the Company depends upon his use of such skills
         on its behalf.

         In recognition of this, the Executive covenants and agrees that:


                                       15
<PAGE>

         (a)      During the Executive's employment with the Company, and for a
                  period of one (1) year thereafter, the Executive may not,
                  without the prior written consent of the Company, (whether as
                  an employee, agent, servant, owner, partner, consultant,
                  independent contractor, representative, stockholder, or in any
                  other capacity whatsoever) perform any work directly
                  competitive in any way to the content driven men's
                  entertainment internet business of the Company or a
                  substantially planned business that the Executive is aware of
                  during the Executive's employment with the Company on behalf
                  of any entity or person other than the Company (including the
                  Executive).

         (b)      During the Executive's employment with the Company, and for a
                  period of one (1) year thereafter, the Executive may not
                  entice, solicit or encourage any Company employee (except for
                  Executive's Los Angeles based executive assistant) to leave
                  the employ of the Company or any independent contractor to
                  sever its engagement with the Company, absent prior written
                  consent from the Company.

         (c)      During the Executive's employment with the Company, and for a
                  period of one (1) year thereafter, the Executive may not,
                  directly or indirectly, entice, solicit or encourage any
                  customer or prospective customer of the Company to cease doing
                  business with the Company, reduce its relationship with the
                  Company or refrain from establishing or expanding a
                  relationship with the Company.

19.      NON-DISPARAGEMENT; NON-DISCLOSURE.

         (a)      The Executive hereby agrees that during the Term of Employment
                  and at all times thereafter, the Executive will not make any
                  public statement, or engage in any conduct, that is
                  disparaging to the Company, any of its officers, directors, or
                  shareholders known to Executive, including, but not limited
                  to, any statement that disparages the products, services,
                  finances, financial condition, capabilities or other aspect of
                  the business of the Company. Notwithstanding

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<PAGE>

                  any term to the contrary herein, the Executive shall not be
                  in breach of this section 19. for the making of any truthful
                  statements under oath.

         (b)      The Executive will not directly or indirectly disclose,
                  discuss, disseminate, be the source of or otherwise publish or
                  communicate in any manner to any person or entity any
                  Confidential Information concerning the personal, social or
                  business activities of the Company, its Affiliates or the
                  executives and principals and the officers, directors, agents
                  and employees of all of the foregoing during or at any time
                  after the termination of Executive's employment. In addition,
                  the Executive agrees that without Employer's express written
                  approval in each case, Executive will not:

                  (i)      write, be the source of or contribute to any
                           articles, stores, books, screenplays or any other
                           communication or publicity of any kind (written or
                           otherwise) or deliver lectures in any way regarding
                           or concerning the Confidential Information, or

                  (ii)     grant any interviews regarding or concerning the
                           Confidential Information during or at any time after
                           the termination of his employment.

20.      PROVISIONS NECESSARY AND REASONABLE.

         (a)      The Executive agrees that:

                  (i)      the provisions of sections 16., 17., 18. and 19. of
                           this Agreement are necessary and reasonable to
                           protect the Company's Confidential Information,
                           Inventions and goodwill;

                  (ii)     the specific temporal, geographic and substantive
                           provisions set forth in section 18. of this Agreement
                           are reasonable and necessary to protect the Company's
                           business interests; and

                  (iii)    in the event of any breach of any of the covenants
                           set forth in sections 16., 17., 18. and 19.


                                       17
<PAGE>

                           herein, the Company would suffer substantial
                           irreparable harm and would not have an adequate
                           remedy at law for such breach.

                  In recognition of the foregoing, the Executive agrees that in
                  the event of a breach or threatened breach of any of these
                  covenants, in addition to such remedies as the Company may
                  have at law, without posting any bond or security, the Company
                  shall be entitled to seek and obtain equitable relief, in the
                  form of specific performance, and/or temporary, preliminary or
                  permanent injunctive relief, or any other equitable remedy
                  which then may be available. The seeking of such injunction or
                  order shall not affect the Company's right to seek and obtain
                  damages or other equitable relief on account of any such
                  actual or threatened breach.

        (b)      If any of the covenants contained in sections 16., 17., 18. and
                 19. hereof, or any part thereof, are hereafter construed to be
                 invalid or unenforceable, the same shall not affect the
                 remainder of the covenant or covenants, which shall be given
                 full effect without regard to the invalid portions.

        (c)      If any of the covenants contained in sections 16., 17., 18. and
                 19. hereof, or any part thereof, are held to be unenforceable
                 by a court of competent jurisdiction because of the temporal or
                 geographic scope of such provision or the area covered thereby,
                 the parties agree that the court making such determination
                 shall have the power to reduce the duration and/or geographic
                 area of such provision and, in its reduced form, such provision
                 shall be enforceable.

21.      REPRESENTATIONS REGARDING PRIOR WORK AND LEGAL OBLIGATIONS.

         (a)      The Executive represents that the Executive has no agreement
                  or other legal obligation with any prior employer, or any
                  other person or entity, that restricts the Executive's ability
                  to accept employment with, or to perform any function for, the
                  Company.


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         (b)      The Executive has been advised by the Company that at no time
                  should the Executive divulge to or use for the benefit of the
                  Company any trade secret or confidential or proprietary
                  information of any previous employer. The Executive expressly
                  acknowledges that the Executive has not divulged or used any
                  such information for the benefit of the Company.

         (c)      The Executive acknowledges that the Company is basing
                  important business decisions on these representations, and
                  affirms that all of the statements included herein are true.

22.      ENTIRE AGREEMENT.

         This Agreement contains the entire understanding and agreement between
         the Parties concerning the subject matter hereof and supersedes all
         prior agreements, understandings, discussions, negotiations and
         undertakings, whether written or oral, between the parties with respect
         thereto.

23.      AMENDMENT OR WAIVER.

         No provision in this Agreement may be amended unless such amendment is
         agreed to in writing and signed by the Executive and an authorized
         officer of the Company. No waiver by either Party of any breach by the
         other Party of any condition or provision contained in this Agreement
         to be performed by such other Party shall be deemed a waiver of a
         similar or dissimilar condition or provision at the same or any prior
         or subsequent time. Any waiver must be in writing and signed by the
         Executive or an authorized officer of the Company, as the case may be.

24.      SEVERABILITY.

         In the event that any provision or portion of this Agreement shall be
         determined to be invalid or unenforceable for any reason, in whole or
         in part, the remaining provisions of this Agreement shall be unaffected
         thereby and shall remain in full force and effect to the fullest extent
         permitted by law.


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25.      SURVIVORSHIP.

         The respective rights and obligations of the Parties hereunder shall
         survive any termination of the Executive's employment to the extent
         necessary to the intended preservation of such rights and obligations.

26.      BENEFICIARIES/REFERENCES.

         The Executive shall be entitled to select (and change, to the extent
         permitted under any applicable law) a beneficiary or beneficiaries to
         receive any compensation or benefit payable hereunder following the
         Executive's death by giving the Company written notice thereof. In the
         event of the Executive's death or a judicial determination of his
         incompetence, reference in this Agreement to the Executive shall be
         deemed, where appropriate, to refer to his beneficiary, estate or other
         legal representative.

27.      GOVERNING LAW.

         This Agreement shall be governed by and construed and interpreted in
         accordance with the laws of New York without reference to principles of
         conflict of laws.

28.      NOTICES.

         Any notice given to a Party shall be in writing and shall be deemed to
         have been given when delivered personally or sent by registered mail,
         postage prepaid, return receipt requested, duly addressed to the Party
         concerned at the address indicated below or to such changed address as
         such Party may subsequently give such notice of:

         If to the Company:                     Playboy.com, Inc.
                                                680 North Lake Shore Drive
                                                Chicago, IL 60611
                                                Attention:  General Counsel

         If to the Executive:                   Kevin Mayer
                                                2321 Achilles Drive
                                                Los Angeles, CA 90046




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         With a copy to:                        Ken Ziffren
                                                Ziffren Brittenham Branca &
                                                Fischer, LLP
                                                1801 Century Park West
                                                Los Angeles, CA 90067-6406

29.      HEADINGS.

         The headings of the sections contained in this Agreement are for
         convenience only and shall not be deemed to control or affect the
         meaning or construction of any provision of this Agreement.

30.      COUNTERPARTS.

         This Agreement may be executed in two (2) or more counterparts.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above.

         PLAYBOY.COM, INC.

         By  /s/ Christie Hefner
           -----------------------------------
         Christie Hefner
         Chairman and Acting Chief Executive Officer


         /s/ Kevin Mayer
         -------------------------------------
         Kevin Mayer



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