Exhibit 10.27(c)

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

      THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), dated as
of September 1, 2008,  is by and between  ROBERT MEYERS (the  "Executive"),  and
PLAYBOY  ENTERPRISES,  INC.,  a  Delaware  corporation  (the  "Employer"  or the
"Company"),  hereby  amending,  restating and superseding  that prior Employment
Agreement   between  the  parties  dated   September  15,  2006  (the  "Original
Agreement"),  for compliance  with Section 409A of the Internal  Revenue Code of
1986 (the "Code").

                                    RECITALS

      WHEREAS,  Employer is  primarily  engaged in the  business  of  multimedia
entertainment.  Employer  desires to continue  employment  with  Executive,  and
Executive  desires to continue  his  employment  with  Employer on the terms and
subject to the conditions set forth below.

      NOW, THEREFORE,  in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto hereby agree as follows:

      1.    Employment  of the  Executive.  Employer  hereby  agrees to continue
employing  Executive  and  Executive  hereby  agrees to remain in the  employ of
Employer,  as an  Executive  Vice  President  of  Employer,  upon the  terms and
conditions hereinafter set forth.

      2.    Employment Period. As provided in the Original  Agreement,  the term
of  Executive's  employment  under  this  Agreement  (the  "Employment  Period")
commenced as of September  15, 2006 (the  "Commencement  Date") and,  subject to
earlier  termination as provided pursuant to Section 5 below, shall continue for
a period of three years (the  "Initial  Period")  after the  Commencement  Date.
Unless earlier terminated pursuant to Section 5 below, at the end of the Initial
Period, the parties will determine whether or not to renew this Agreement,  and,
if so, on what terms and conditions.

      3.    Duties and Responsibilities. During the Employment Period, Executive
(i) shall have the title of Executive Vice President and President, Media Group,
(ii)  shall  devote his full  business  time and  attention  and expend his best
efforts,  energies  and  skills  on a  full-time  basis to the  business  of the
Company,  and shall not engage in any other  activity that would  interfere with
the  performance of his duties under this Agreement  (provided that Executive is
permitted  to serve on the board of  directors  of Double  Click - to the extent
that  doing so does  not  create  any  conflict  of  interest  with  Executive's
obligations  or duties  under this  Agreement--other  organizations,  subject to
approval of the Company's Chief Executive  Officer (CEO), or engage in endeavors
related to the community,  his faith and other charitable functions which do not
materially  interfere with the  performance  of his duties  hereunder) and (iii)
shall  perform  such  duties,  and comply  with all  reasonable  directions  and
instructions of the Company's CEO.

            (a)   During the  Employment  Period,  Executive's  responsibilities
      will include all pay and free cable and  satellite  broadcast  television,
      home video and  theatrical  entertainment  development  activities  of the
      Company,  and the  associated  production,  programming  and  distribution
      activities,  the Company's online,  radio and wireless  activities and the
      Company's  publishing  activities (other than  international  publishing);
      provided,  however,  that the  foregoing  will not be  construed  so as to
      prevent or limit the

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      Company's  good  faith  determination  for bona fide  business  reasons to
      operate one or more of any such activities through a joint venture,  third
      party license or other arrangement with a third party,  subject to Section
      5(e)(ii) below.

            (b)   During the  Employment  Period,  Executive  will report to the
      Company's CEO and will be the Company's most senior executive in regard to
      those responsibilities set forth in paragraph (a) immediately above.

      4.    Compensation.

            (a)   Base  Salary.  For all  services  rendered  and required to be
      rendered by, covenants of and restrictions in respect to Executive,  under
      this Agreement, Employer shall pay to Executive during and with respect to
      the  Employment  Period,  and  Executive  agrees to  accept a base  salary
      computed at a rate of $721,000.28  (which became  effective as of December
      29,  2007) per annum  ("Base  Salary"),  payable  on a  biweekly  basis in
      accordance with the Employer's standard payroll practices.

            (b)   Incentive  Program.   Executive  shall  also  be  eligible  to
      participate in a Board of Directors' approved incentive compensation plan,
      as in place from time to time, with Executive's  being eligible to earn up
      to a  maximum  potential  of  100%  of  his  Base  Salary.  The  incentive
      compensation  will be based in part (50%) on the Company's fiscal year net
      income  performance  as determined  by the CEO and the Company's  Board of
      Directors  and  in  part  (50%)  on  Media  Group  financial   performance
      established by the CEO in consultation with Executive.  Subject to Section
      5 hereof and as provided in the Original Agreement, incentive compensation
      for  fiscal  years  2006 and 2009 will be  prorated  based on  Executive's
      initial hire date of September 15, 2006.

            (c)   Equity  Awards.  As provided in the  Original  Agreement,  for
      calendar year 2008 and 2009,  Executive  will be granted  20,000  deferred
      stock  awards  subject  to the  terms  and  conditions  determined  by the
      Company's  Compensation  Committee  of the  Company's  Board of  Directors
      consistent with the terms and conditions of deferred stock awards to other
      executive  officers of the Company (which will include  performance  goals
      based  on the  Company's  operating  income  as  such  term  is  used  and
      determined by the Company for purposes of the Company's rolling three year
      plan). Any such deferred stock awards shall be paid to Executive in a lump
      sum no later  than March 15 of the year  following  the year in which such
      awards vest.

            (d)   Other  Benefits.  Executive  will  continue  to be entitled to
      participate  in the Company's  health benefit  plans,  Executive  vacation
      policy,  matching 401-K plan, deferred compensation plan and similar plans
      in effect from time to time.  Executive's  participation  in the foregoing
      plans, perquisites and travel and entertainment policy will be on terms no
      less  favorable   than  afforded  to  other   executives  of  the  Company
      commensurate with Executive's level.

      5.    Termination of Employment Period; Change of Control.

            (a)   Termination  by the  Company for Cause.  Employer  may, at any
      time during the Employment Period by notice to Executive (the "Termination
      Notice"),

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      terminate the Employment  Period for "Cause"  effective  immediately.  The
      Termination  Notice shall  specify the Cause for  termination.  In such an
      event, Executive shall not be entitled to any compensation or other amount
      from the Company  from the  effective  date of  termination.  For purposes
      hereof, for "Cause" means a:

                  (i)   willful  failure or refusal by Executive to implement or
            follow  lawful  policies  or  directions  of  the  CEO or  Board  of
            Directors after notice from Company;

                  (ii)  commission by Executive of an act of moral  turpitude or
            act bringing  disgrace or disrepute  to the Company,  or  commission
            of/conviction  for any felony or any  misdemeanor  involving  theft,
            fraud or other dishonest action or event that results in harm to the
            Company;

                  (iii) material violation of this Employment Agreement; and

                  (iv)  material   misrepresentation  or  material  and  willful
            non-disclosure  by  Executive  to the  Company  in  connection  with
            performance of Executive duties.

      Provided that in the event any such  wrongful  conduct is capable of being
      cured,  Executive  will have  fifteen  (15) days from his  receipt  of the
      Termination Notice to cure such conduct to the reasonable  satisfaction of
      Company.

            (b)   Termination  by the  Company  Without  Cause.  The Company may
      terminate this Agreement at any time, by delivering a notice to Executive,
      without Cause,  effective  thirty (30) days after Executive  receives such
      notice in accordance with the terms hereof. In such an event,  Executive's
      sole remedy shall be:

                  (i)   To collect all unpaid  Base Salary and all  unreimbursed
            expenses  payable for all  periods  through  the  effective  date of
            termination; plus

                  (ii)  A severance  payment in the sum of twelve (12) months of
            Executive's then Base Salary; plus

                  (iii) A prorata payout under the incentive  compensation  plan
            for Executive in the year of such  termination in an amount equal to
            the  fraction,  the numerator of calendar days from the beginning of
            the  year  of  such  termination   through  the  effective  date  of
            termination and the denominator of which is 365.

      (the sum of  subparagraphs  (i),  (ii) and (iii)  immediately  above being
      collectively referred to as the "Severance Payment").  With respect to the
      amounts due:

                        (A)  under  subparagraph  (i)  immediately  above,  such
                  amount  shall be  payable in a lump sum no later than ten (10)
                  days  following the effective  date of the  termination  under
                  this paragraph (b);

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                        (B)   under  subparagraph  (ii) immediately  above, such
                  amount  shall be payable in a lump sum on the first day of the
                  seventh month following the date of the termination under this
                  paragraph (b); and

                        (C)   under  subparagraph  (iii) immediately above, such
                  amount  shall be payable in  accordance  with the terms of the
                  relevant  underlying  incentive  compensation plan at the time
                  all  other  executives  are paid  pursuant  to such  plan with
                  respect to any such incentive compensation for such year which
                  includes  Executive's date of termination under this paragraph
                  (b).

            (c)   Executive's Disability.

                  (i)   Determination  of  Disability.  In the  event  Executive
            becomes totally disabled or disabled such that he is rendered unable
            to perform substantially all of his usual duties for Company, and if
            such disability  shall persist for a continuous  period in excess of
            three  months,  or an aggregate  period in excess of three months in
            any one fiscal year,  Company shall have the right at any time after
            the end of such period during continuance of Executive's  disability
            by the  delivery of not less than  thirty  (30) days' prior  written
            notice to Executive to terminate  Executive's  employment under this
            Agreement  whereupon the applicable  provisions of subparagraph (ii)
            immediately  below shall apply.  For purposes of this Agreement,  if
            Executive  and Company  shall  disagree as to whether  Executive  is
            totally  disabled,  or disabled  such that he is rendered  unable to
            perform  substantially  all of his usual  duties for  Company as set
            forth above,  or as to the date at which time such total  disability
            began,  the  decision of a license  medical  practitioner,  mutually
            agreed upon by the parties,  shall be binding as to both  questions.
            If the  parties  cannot  agree as to the  identity  of the  licensed
            medical  practitioner,  Executive  shall  select a licensed  medical
            practitioner  of his choice and the Company  shall select a licensed
            medical  practitioner  of  its  choice.  The  two  licensed  medical
            practitioners  so selected  shall  select a third  licensed  medical
            practitioner, which third individual shall resolve either or both of
            the  questions  referred  to above  and  which  resolution  shall be
            binding upon the parties.

                  (ii)  Termination Due to Disability. If Executive's employment
            with the Company is terminated on account of Executive's  disability
            as  provided  for  in  subparagraph  (i)  immediately   above,  then
            Executive  shall only be entitled to receive,  and Company shall pay
            to Executive (or Executive's estate or personal  representative,  as
            applicable) the following amounts:

                        (A)   all  unpaid  Base  Salary  and  all   unreimbursed
                  expenses payable for all periods through the effective date of
                  termination; plus

                        (B)   the sum of six  months  of  Executive's  then Base
                  Salary; plus

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                        (C)   a pro rata payout under the incentive compensation
                  plan  for  Executive  in the  year of such  termination  in an
                  amount equal to the  fraction,  the  numerator of which is the
                  number of calendar days from the beginning of the year of such
                  termination  through the effective date of termination and the
                  denominator of which is 365.

      With respect to the amounts due as a result of your disability:

                              (I)   under  Clause (A)  immediately  above,  such
                        amount  shall be payable in a lump sum no later than ten
                        (10)  days   following   the   effective   date  of  the
                        Executive's termination due to disability;

                              (II)  under  Clause (B)  immediately  above,  such
                        amount  shall be  payable in a lump sum on the first day
                        of  the  seventh   month   following  the  date  of  the
                        Executive's termination due to disability; and

                              (III) under  Clause (C)  immediately  above,  such
                        amount shall be payable in accordance  with the terms of
                        the relevant underlying  incentive  compensation plan at
                        the time all other  executives are paid pursuant to such
                        plan with respect to any such incentive compensation for
                        such year which includes Executive's date of termination
                        due to disability.

            (d)   Executive's Death. If Executive's  employment with the Company
      is terminated on account of Executive's  death, then Executive's estate or
      personal representative, as applicable, shall only be entitled to receive,
      and Company shall pay to Executive's estate or personal representative, as
      applicable, the following amounts:

                  (i)   all unpaid  Base  Salary and all  unreimbursed  expenses
            payable for all periods  through the effective date of  termination;
            plus

                  (ii)  the sum of six  {6)  months  of  Executive's  then  Base
            Salary; plus

                  (iii) a pro rata payout under the incentive  compensation plan
            for Executive in the year of such  termination in an amount equal to
            the fraction,  the numerator of which is the number of calendar days
            from the  beginning  of the  year of such  termination  through  the
            effective date of termination and the denominator of which is 365.

      With respect to the amounts due as a result of your death:

                        (A)   under  subparagraph  (i) immediately  above,  such
                  amount  shall be  payable in a lump sum no later than ten (10)
                  days following the effective date of the Executive's death;

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<PAGE>

                        (B)   under  subparagraph  (ii)  immediately above, such
                  amount  shall be  payable in a lump sum no later than ten (10)
                  days  following the effective date of the  Executive's  death;
                  and

                        (C)   under  subparagraph  (iii) immediately above, such
                  amount  shall be payable in  accordance  with the terms of the
                  relevant  underlying  incentive  compensation plan at the time
                  all  other  executives  are paid  pursuant  to such  plan with
                  respect to any such incentive compensation for such year which
                  includes Executive's date of death.

            (e)   Resignation by Executive for Good Reason. Executive shall
      have the right to  terminate  his  employment  under  this  Agreement  and
      receive the Severance Payment by the delivery of written notice to Company
      within  thirty  (30) days after any of the events  hereinbelow  defined as
      Good Reason. For purposes hereof, "Good Reason" means that:

                  (i)   the Company has  materially  breached this Agreement and
            the Company has failed to cure such  breach  after  thirty (30) days
            written notice from Executive;

                  (ii)  there has occurred any material  diminution or reduction
            in duties of Executive, whether in scope or nature;

                  (iii) Executive  fails to  report  directly  to the CEO of the
            Company (or reports to a CEO other than Christie Hefner);

                  (iv)  there has  occurred a Change in Control  (as  defined in
            the Severance  Agreement  referenced  in paragraph  (1)  immediately
            below);

                  (v)   the  Company   sells  or  otherwise   transfers  all  or
            substantially  all of its media  assets in a single  transaction  or
            series of  transactions,  except  if,  and only for so long as,  the
            Company,  directly or  indirectly,  continues  to own a  controlling
            interest in the buyer or transferee; or

                  (vi)  the Company permanently closes its New York office. With
            respect to the Severance Payment due, the specific amount due:

                        (A)   under  Section  5(b)(i),   such  amount  shall  be
                  payable  in a lump sum no later  than ten (10) days  following
                  the effective date of the Executive's  resignation  under this
                  paragraph (e);

                        (B)   under  Section  5(b)(ii),  such  amount  shall  be
                  payable  in a lump sum on the first day of the  seventh  month
                  following the date of the Executive's  resignation  under this
                  paragraph (e); and

                        (C)   under  Section  5(b)(iii),  such  amount  shall be
                  payable  in   accordance   with  the  terms  of  the  relevant
                  underlying  incentive  compensation plan at the time all other
                  executives are paid pursuant to

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<PAGE>

                  such plan with respect to any such incentive  compensation for
                  such year which includes Executive's date of resignation under
                  this paragraph (e).

            (f)   Severance Agreement (Change of Control).  The Company is party
      to a certain  severance  agreement with certain  executives of the Company
      ("the Severance  Agreement") a copy of which is attached hereto as Exhibit
      A. The Company will enter into a Severance  Agreement on substantially the
      same  terms  upon  the  execution  hereof  by  Executive.  Notwithstanding
      anything to the  contrary,  if the  Executive  has any rights to severance
      compensation   upon  involuntary   termination  of  employment  under  any
      Severance  Agreement  (i.e.,  parachute  agreement  or change  of  control
      agreement)  Executive may have with the Company or any other  arrangement,
      any such rights under this  Agreement  shall be  completely  superseded by
      such Severance Agreement;  for the avoidance of doubt,  Executive can only
      receive severance compensation under this Agreement or under the Severance
      Agreement, not both.

            (g)   No  Offset  or  Mitigation.  If  Executive's  employment  with
      Company  is  terminated  for any  reason,  Company  will  have no right of
      offset,  nor will  Executive  be  under  any  duty or  obligation  to seek
      alternative or substitute  employment at any time after the effective date
      of such  termination or otherwise  mitigate any amounts payable by Company
      to Executive.

      6.    Location of Executive's Activities. Executive's place of business in
the  performance of his duties and  obligations  under this  Agreement  shall be
split  principally  between  the  Employer's  place  of  business  in  Glendale,
California  and New York,  New York.  Notwithstanding  the  preceding  sentence,
Executive  will  engage  in such  travel  and spend  such time in other  places,
including  Chicago,  as may be necessary or  appropriate  in  furtherance of his
duties hereunder at the Employer's expense.

      7.    Miscellaneous.

            (a)   Notices. All notices,  requests,  demands, consents, and other
      communications  required or permitted to be given or made hereunder  shall
      be in writing  and shall be deemed to have been duly  given and  received,
      (i) if delivered by hand,  the day it is so delivered,  (ii) if mailed via
      the United  States  mail,  certified  first class mail,  postage  prepaid,
      return receipt requested,  five business days after it is mailed, or (iii)
      if sent by a nationally recognized overnight courier for next business day
      delivery, the business day after it is sent, to the party to whom the same
      is so given or made, at the address of such party as set forth at the head
      of this  Agreement,  which  address  may be changed by notice to the other
      party  hereto  duly give as set forth  herein,  with copies  delivered  as
      follows:

            if to Executive:

            640 West End Avenue, #9B
            New York, NY 10024

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            with a copy to:

            Ted Schachter
            Schachter Entertainment
            1157 South Beverly Drive Los
            Angeles, CA 90035

            if to the Company:

            General Counsel
            Playboy Enterprises, Inc.
            680 North Lake Shore Drive
            Chicago, Illinois 60611

            (b)   Governing Law; Jurisdiction.  This agreement shall be governed
      by, and construed and enforced in accordance  with,  the  substantive  and
      procedural  laws of the  State  of  Illinois.  Each  party  hereto  hereby
      irrevocably submits to the exclusive jurisdiction of the state and federal
      courts located in Cook County,  Illinois,  and waives any claim based upon
      forum non-conveniens.

            (c)   Headings.  All  descriptive  headings  in this  agreement  are
      inserted for  convenience  only and shall be  disregarded in construing or
      applying any provision of this Agreement.

            (d)   Counterparts.  This Agreement maybe executed in  counterparts,
      each of which shall be deemed to be an original, but all of which together
      shall constitute one and the same instrument.

            (e)   Severability.  If any  provision  of this  Agreement,  or part
      thereof, is held to be unenforceable,  the remainder of such provision and
      this  Agreement,  as the case may be,  shall  nevertheless  remain in full
      force and effect.

            (f)   Entire Agreement and  Representation.  This Agreement contains
      the entire agreement and understanding between Employee and Executive with
      respect to the subject matter hereof. This Agreement  supersedes any prior
      agreement  between the parties  relating  to the  subject  matter  hereof.
      Except as otherwise  provided herein,  this Agreement cannot be changed or
      terminated  except by an  instrument  in  writing  signed  by the  parties
      hereto.

            (g)   Binding  Effect.  This  Agreement  shall be binding upon,  and
      insure to the benefit of, each parties' successors, transferees, heirs and
      assigns.

            (h)   Confidentiality; Disclosure of Information.

                  (i)   Confidentiality.  Executive  recognized and acknowledges
            that he will have  access to  Confidential  Information  (as defined
            below)  relating  to the  business  or  interests  of  Company or of
            persons with whom Company may have business relationships. Except as
            permitted herein or as may be approved by

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            Company from time to time,  Executive will not during the Employment
            Period  or at any time  thereafter,  use or  disclose  to any  other
            person or entity, any Confidential  Information of Company (except s
            required by applicable  law or in  connection  with  performance  of
            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 Company.  Company may waive  compliance with
            this  subparagraph (i) or will provide  Executive with legal counsel
            at no cost to  Executive  to seek an  appropriate  remedy;  provided
            however  Executive may disclose any Confidential  Information in the
            event notwithstanding all such efforts of the Company and such legal
            counsel  Executive  if  compelled  by court order to do so. The term
            "Confidential  Information" means information  relating to Company's
            business affairs,  proprietary technology,  trade secrets,  patented
            processes,  research and development data, know-how,  market studies
            and forecasts,  competitive  analyses,  pricing policies,  executive
            lists, employment agreements (other than this Employment Agreement),
            personnel  policies,  the  substance of agreements  with  customers,
            suppliers  and  others,  marketing  arrangements,   customer  lists,
            commercial  arrangements,  or  any  other  information  relating  to
            Company's  business which is treated as  confidential or proprietary
            by Company in  accordance  with its  policies.  Notwithstanding  the
            immediately preceding sentence,  the provisions of this subparagraph
            (i)  shall not apply to any  information  that (A) is in the  public
            domain;  (B) is or becomes  available  to the public other than as a
            result  of  a   disclosure   by   Executive  in  violation  of  this
            subparagraph   (i);   (C)   was   available   to   Executive   on  a
            non-confidential   basis  prior  to  the  date  of  this  Employment
            Agreement;  (D) was already lawfully in Executive's possession prior
            to the date of this Employment  Agreement;  or (E) becomes available
            to  Executive on a  non-confidential  basis from a source other than
            Company.  This  obligation  shall continue  until such  Confidential
            Information  becomes  publicly  available,  other than pursuant to a
            breach of this  subparagraph  (i) by the  Executive,  regardless  of
            whether the Executive continues to be employed by the Company.

                  (ii)  Company Property. 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  codes,  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 Company and, upon termination of Executive's  employment
            with  Company,  and/or  upon the  written  request of  Company,  all
            Company  Materials,  including copies thereof,  as well as all other
            Company property then in Executive's possession or control, shall be
            returned to and left with Company.

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            (i)   Copyright.  Executive  acknowledges that all original works of
      authorship  by  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 Company.  If any such work 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  Company.  Executive  hereby
      irrevocably  designates  counsel  to  Company  as  Executive's  agent  and
      attorney-in-fact  to do all lawful acts  necessary to apply for and obtain
      patents and copyrights and to enforce Company's rights under this section,
      provided  that  such  counsel  shall  take any  such  actions  only  after
      Executive  has been  requested  in writing to do such acts by Company  and
      failed to promptly do so. This Paragraph 7.9 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."

            (j)   Indemnification. Company recognizes that the activities within
      the  scope  of  Executive's   employment  create  the  potential  in  some
      jurisdictions  of civil or even criminal  actions  being  brought  against
      Executive.   To  the  fullest  extent  permitted  by  law,  Company  shall
      indemnify,  defend,  protect and hold Executive  harmless from and against
      all claims,  demands,  causes of action,  actions,  suits, costs, damages,
      penalties,  fines,  liabilities,  losses and  expenses,  whether  civil or
      criminal,   including,  without  limitation,   reasonable  attorneys'  and
      consultant's  fees  and  expenses  arising  out of or  resulting  from the
      performance  of  Executive's   duties  within  the  scope  of  Executive's
      employment. Company will include Executive as a named insured on Company's
      directors and officers liability policy.

            (k)   Non-Competition and Non-Solicitation.  Executive  acknowledges
      that Company has invested  substantial  time,  money and  resources in the
      development and retention of its Confidential Information (including trade
      secrets),   customers,   accounts  and  business  partners,   and  further
      acknowledges  that  during  the  course  of  Executive's  employment  with
      Company,  Executive will have access to Company's Confidential Information
      (including  trade  secrets),  and  will  be  introduced  to  existing  and
      prospective  customers,  vendors,  cable operators,  accounts and business
      partners of Company.  Executive  acknowledges  and agrees that any and all
      "goodwill" associated with any existing or prospective  customer,  vendor,
      cable  operator,  account  or  business  partner  belongs  exclusively  to
      Company, including, but not limited to, any goodwill created s a result or
      direct or indirect  contacts or  relationships  between  Executive and any
      existing or prospective customers,  vendors, cable operators,  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  Company  depends  upon his use of such  skills  on its
      behalf. In recognition of this, Executive covenants and agrees that:

                  (i)   Noncompetition.   During  Executive's   employment  with
            Company, Executive may not, without prior written consent of Company
            (whether  as  an  executive,   agent,   servant,   owner,   partner,
            consultant, independent contractor,

                                       10

<PAGE>

            representative,  stockholder,  or in any other capacity  whatsoever)
            perform any work directly  competitive in any way to the business of
            Company or a substantially  planned business that Executive is aware
            of  during  Executive's  employment  with  Company  on behalf of any
            entity or person other than Company (including Executive).

                  (ii)  Nonsolicitation   of   Employees.   During   Executive's
            employment with Company and for one year  thereafter,  Executive may
            not notice,  solicit or encourage any Company  employee to leave the
            employ of the  Company or any  independent  contractor  to sever its
            engagement with Company, absent prior written consent from Company.

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

            (l)   Non-Disparagement Non-Disclosure.

                  (i)   Nondisparagement.  Executive  and Company  hereby  agree
            that during the Employment Period and all times thereafter,  neither
            Executive  or Company will make any public  statement,  or engage in
            any conduct,  that is disparaging to the other party or, in the case
            of  Company,  any  of  its  Executives,   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
            Company and the capabilities of Executive.  Notwithstanding any term
            to the contrary  herein,  neither  Executive nor Company shall be in
            breach  of this  subparagraph  (i) for the  making  of any  truthful
            statements under oath.

                  (ii)  Nondisclosure. Executive will not directly or indirectly
            be  the  source  of   disclosing,   by  publishing  or  by  granting
            interviews,  of any  Confidential  Information  (which  is  known to
            Executive to be  confidential)  concerning  the personal,  social or
            business activities of Company, its affiliates or the executives and
            principals and the officers, directors, agents and Executives of all
            the  foregoing  during  or at any  time  after  the  termination  of
            Executive's  employment,  subject  to the  exceptions  specified  in
            Section  7(11)(0.   In  addition,   Executive  agrees  that  without
            Company's express written approval in each case, Executive will not:

                        (A)   write,  be  the  source  of or  contribute  to any
                  articles,   stories,   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

                                       11

<PAGE>

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

            (m)   Representations  and Warranties.  The execution,  delivery and
      performance of this  Agreement by the Company has been duly  authorized by
      all  necessary   corporate  action  of  the  Company  and  this  Agreement
      constitutes  the  legal,  valid and  binding  obligation  of the  Company,
      enforceable against the Company in accordance with its terms.

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

                                             Playboy Enterprises, Inc.

                                             By:  /s/ Howard Shapiro
                                                 -------------------------
                                                  Howard Shapiro

                                                  /s/ R. Meyers
                                                 -------------------------
                                                  Robert Meyers

                                       12

<PAGE>

                                                                       EXHIBIT A

                    AMENDED AND RESTATED SEVERANCE AGREEMENT

      THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (this "Agreement"), dated as
of September 1, 2008, is by and between  Playboy  Enterprises,  Inc., a Delaware
corporation  (the  "Company"),  and Robert  Meyers,  (the  "Executive")  and is,
effective as of January 1, 2008, hereby amending, restating and superseding that
prior  Severance  Agreement  between the parties dated  September 15, 2006,  for
compliance  with Section 409A of the Internal  Revenue Code of 1986,  as amended
(the "Code").

                                   WITNESSETH:

      WHEREAS,  the  Executive  is a senior  executive  or key  employee  of the
Company and has made and is expected to continue to make major  contributions to
the short- and long-term  profitability,  growth and  financial  strength of the
Company;

      WHEREAS,   the  Company   recognizes   that,  as  is  the  case  for  most
publicly-held companies, the possibility of a Change in Control exists;

      WHEREAS,  the Company  desires to assure itself of both present and future
continuity  of management  and desires to establish  certain  minimum  severance
benefits for certain of its senior  executive  officers and other key employees,
including the Executive, applicable in the event of a Change in Control;

      WHEREAS, the Company wishes to ensure that its senior executives and other
key employees are not  practically  disabled  from  discharging  their duties in
respect of a proposed or actual transaction involving a Change in Control; and

     WHEREAS,  the  Company  desires to provide  additional  inducement  for the
Executive to continue to remain in the ongoing employ of the Company;

      NOW, THEREFORE, the Company and the Executive agree as follows:

      1.    Certain  Defined  Terms:  In  addition  to terms  defined  elsewhere
herein,  the  following  terms  have the  following  meanings  when used in this
Agreement with initial capital letters:

            (a)   "Base Pay" means the Executive's  annual base salary at a rate
      not less than the  Executive's  annual  fixed or base  compensation  as in
      effect for Executive  immediately  prior to the  occurrence of a Change in
      Control or such higher rate as may be determined  from time to time by the
      Board of Directors of the Company (the "Board") or a Committee thereof.

            (b)   "Change in  Control"  means any of the  following  occurrences
      during the Term:

<PAGE>

                  (i)   Hugh M.  Hefner  directly  or as  beneficial  owner  and
            Christie Hefner cease  collectively to hold over 50% of the combined
            voting  power of the then  outstanding  securities  entitled to vote
            generally  in the  election of  directors  of the  Company  ("Voting
            Stock"); or

                  (ii)  except  pursuant  to  a  transaction  described  in  the
            proviso  to  Section  1(b)(iv)  or (v),  a sale,  exchange  or other
            disposition of PLAYBOY Magazine; or

                  (iii) except  pursuant  to  a  transaction  described  in  the
            proviso to Section  1(b)(iv) or (v), the  liquidation or dissolution
            of the Company; or

                  (iv)  the Company is merged,  consolidated or reorganized into
            or  with  another  corporation  or  other  legal  person;  provided,
            however,  that no such merger,  consolidation or reorganization will
            constitute  a Change in  Control  if the  merger,  consolidation  or
            reorganization  is  initiated by the Company and as a result of such
            merger,  consolidation or reorganization not less than a majority of
            the combined voting power of the then-outstanding  securities of the
            surviving, resulting or ultimate parent corporation, as the case may
            be,  immediately  after such transaction is held in the aggregate by
            persons  who held not less than a majority  of the  combined  voting
            power of the  outstanding  Voting  Stock of the Company  immediately
            prior to such transaction; or

                  (v)   the  Company   sells  or  otherwise   transfers  all  or
            substantially  all of its  assets to  another  corporation  or other
            legal person; provided,  however, that no such sale or transfer will
            constitute  a Change in Control if the sale or transfer is initiated
            by the  Company  and as a result of such sale or  transfer  not less
            than a majority of the combined voting power of the then-outstanding
            securities of such  corporation  or other legal person,  as the case
            may be,  immediately  after  such  sale or  transfer  is held in the
            aggregate  by  persons  who  held not less  than a  majority  of the
            combined voting power of the outstanding Voting Stock of the Company
            immediately prior to such sale or transfer; or

                  (vi)  an equity or other investment in the Company, the result
            of which is that Christie  Heftier  ceases to serve as the Company's
            Chief Executive  Officer or relinquishes upon request or is divested
            of any of the following responsibilities:

                        (A)   functioning  as the person  primarily  responsible
                  for establishing policy and direction for the Company; or

                        (B)   being the person to whom the senior  executives of
                  the Company report; or

                  (vii) the  adoption  by the Board of a  resolution  that,  for
            purposes of this Agreement, a Change in Control has occurred.

For purposes of Section 1(b)(i),  any Voting Stock  beneficially  owned (as such
term is defined under Rule 13d-3 or any successor  rule or regulation  under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) by the Hugh M.
Hefner Foundation shall be deemed to be

                                       14

<PAGE>

held by Christie Hefner if and so long as she has sole voting power with respect
to such Voting Stock.

            (c)   "Cause"  means  that,  prior to any  termination  pursuant  to
      Section 3(b) hereof, 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 any entity
            in which the Company directly or indirectly beneficially owns 50% or
            more of the voting securities (a "Subsidiary").

            (d)   "Disability" means a condition whereby the Executive:

                  (i)   is unable to engage in any substantial  gainful activity
            by  reason  of  any  medically   determinable   physical  or  mental
            impairment  which  can be  expected  to  result  in  death or can be
            expected to last for a continuous period of not less than 12 months;
            or

                  (ii)  is, by reason of any medically  determinable physical or
            mental impairment which can be expected to result in death or can be
            expected to last for a continuous period of not less than 12 months,
            receiving income replacement  benefits for a period of not less than
            3 months under an accident and health plan covering employees of the
            Executive's employer.

            (e)   "Employee  Benefits"  means  the  perquisites,   benefits  and
      service  credit  for  benefits  as  provided  under  any and all  employee
      retirement  income  and  welfare  benefit  policies,  plans,  programs  or
      arrangements  in which  Executive  is entitled to  participate,  including
      without limitation any stock option,  stock purchase,  stock appreciation,
      savings,  pension,  supplemental executive retirement, or other retirement
      income or welfare benefit, deferred compensation,  incentive compensation,
      group or other life, health,  medical/hospital or other insurance (whether
      funded by actual  insurance or self-insured  by the Company),  disability,
      salary continuation, executive protection, expense reimbursement and other
      employee benefit  policies,  plans,  programs or arrangements that may now
      exist  or  any  equivalent   successor   policies,   plans,   programs  or
      arrangements  that may be  adopted  hereafter  by the  Company,  providing
      perquisites, benefits and service credit for benefits at least as great in
      the aggregate as are provided thereunder  immediately prior to a Change in
      Control.

            (f)   "Incentive  Pay" means bonus,  incentive or other  payments of
      cash  compensation,  in addition to Base Pay, made or to be made in regard
      to services  rendered  pursuant to any bonus,  incentive,  profit-sharing,
      performance, discretionary pay or similar agreement, policy, plan, program
      or  arrangement  (whether or not funded) of the Company,  or any successor
      thereto  providing  benefits  at least as great as the  benefits  provided
      thereunder immediately prior to a Change In Control.

                                       15

<PAGE>

            (g)   "Potential Change in Control" shall be deemed to have occurred
      if the event set forth in any one of the following  subsections shall have
      occurred:

                  (i)   the Company enters into an agreement,  the  consummation
            of which would result in the occurrence of a Change in Control;

                  (ii)  the  Company  or  any  Person   publicly   announces  an
            intention  to  take  or  to  consider   taking  actions  which,   if
            consummated, would constitute a Change in Control; or

                  (iii) the Board  adopts a resolution  to the effect that,  for
            purposes  of this  Agreement,  a  Potential  Change in  Control  has
            occurred.

            (h)   "Potential  Change in Control  Period" shall commence upon the
      occurrence  of a  Potential  Change in  Control  and shall  lapse upon the
      occurrence of a Change in Control or, if earlier:

                  (i)   with respect to a Potential Change in Control  occurring
            pursuant  to Section  1(0(0,  immediately  upon the  abandonment  or
            termination of the applicable agreement;

                  (ii)  with respect to a Potential Change in Control  occurring
            pursuant to Section 1(0(ii),  immediately upon a public announcement
            by the applicable  party that such party has abandoned its intention
            to take or consider taking actions which if consummated would result
            in a Change in Control; or

                  (iii) with respect to a Potential Change in Control  occurring
            pursuant to Section 1(f)(iii),  upon the one year anniversary of the
            occurrence of a Potential Change in Control (or such earlier date as
            may be determined by the Board).

            (i)   "Severance  Period" means the period of time commencing on the
      date of each  occurrence of a Change in Control and  continuing  until the
      earliest of

                  (i)   eighteen  months  following the occurrence of the Change
            in Control; or

                  (ii)  the Executive's death;

      provided,  however,  that commencing on each  anniversary of the Change in
      Control,  the  Severance  Period will  automatically  be  extended  for an
      additional  eighteen months unless, not later than 120 calendar days prior
      to such date, either the Company or the Executive shall have given written
      notice to the other that the Severance Period is not to be so extended.

            (j)   "Term" means the period  commencing  as of the date hereof and
      expiring as of the later of:

                  (i)   the close of business on December 31, 2008; or

                                       16

<PAGE>

                  (ii)  the expiration of the Severance Period;

      provided,  however,  that the term of this Agreement will automatically be
      extended each year for an additional year unless, not later than September
      30 of the  immediately  preceding year, the Company or the Executive shall
      have given notice that it or the  Executive,  as the case may be, does not
      wish to have the Term extended.  Notwithstanding the foregoing,  if, prior
      to a Change in  Control,  the  Executive  ceases  for any  reason to be an
      employee  of the  Company or any  Subsidiary,  thereupon  without  further
      action,  the Term shall be deemed to have expired and this  Agreement will
      immediately  terminate and be of no further  effect.  For purposes of this
      Section 1(i),  the  Executive  shall not be deemed to have ceased to be an
      employee of the  Company or any  Subsidiary  by reason of the  transfer of
      Executive's  employment  between the Company and any Subsidiary,  or among
      any Subsidiaries.

            (k)   "Targeted Bonus" shall mean the targeted bonus for Executive's
      position as set forth in the Company's  Executive  Incentive  Compensation
      Plan ("EICP") established for the then applicable fiscal year, which shall
      be equal to fifty percent (50%) times the maximum  amount which  Executive
      could earn under the EICP with  respect to  established  quantifiable  and
      objective financial goals.

      2.    Operation of Agreement: This Agreement will be effective and binding
immediately upon its execution, but, anything in this Agreement, to the contrary
notwithstanding,  will not be  operative  unless  and until a Change in  Control
occurs, whereupon without further action this Agreement shall become immediately
operative.

      3.    Termination Following a Change in Control:

            (a)   In the event of the  occurrence  of a Change in  Control,  the
      Executive's  employment  may be  terminated  by  the  Company  during  the
      Severance  Period and the Executive  shall not be entitled to the benefits
      provided  by  Section  4 only  upon the  occurrence  of one or more of the
      following events:

                  (i)   The Executive's death;

                  (ii)  The Executive's Disability; or

                  (iii) Cause.

      If, during the Severance Period, the Executive's  employment is terminated
      by the  Company  other than  pursuant  to  Section  3(a)(i),  3(a)(ii)  or
      3(a)(iii),  the  Executive  will be entitled to the  benefits  provided by
      Section 4 hereof

            (b)   In the event of the  occurrence  of a Change in  Control,  the
      Executive may  terminate  employment  with the Company and any  Subsidiary
      during the Severance  Period with the right to severance  compensation  as
      provided in Section 4 upon the  occurrence of one or more of the following
      "Good Reason" events  (regardless of whether any other reason,  other than
      Cause as hereinabove provided, for such termination

                                       17

<PAGE>

      exists or has occurred,  including  without  limitation other  employment)
      which occur without the Executive's consent:

                  (i)   the Executive is not elected to, or is removed from, any
            elected office of the Company and/or Subsidiary, as the case may be,
            which the Executive held immediately prior to the Change of Control;
            or

                  (ii)  the  Executive  is not  re-nominated  by the  Board as a
            Director of the Company (or any successor  thereto) if the Executive
            shall have been a Director of the Company  immediately  prior to the
            Change in Control; or

                  (iii) the   assignment   to  the   Executive   of  any  duties
            inconsistent   in  any  respect  with  the   Executive's   position,
            authority,  duties  or  responsibilities  which the  Executive  held
            immediately  prior to the Change of Control,  or any other action by
            the  Company  which  results  in  a  diminution  in  such  position,
            authority, duties or responsibilities, excluding for this purpose an
            isolated,  insubstantial  and  inadvertent  action  not taken in bad
            faith and which is remedied by the Company promptly after receipt of
            notice thereof given by the Executive; or

                  (iv)  any  failure by the  Company  to comply  with any of the
            provisions of this Agreement, other than an isolated,  insubstantial
            and  inadvertent  failure  not  occurring  in bad faith and which is
            remedied by the Company  promptly  after  receipt of notice  thereof
            given by the Executive; or

                  (v)   a material reduction in the aggregate of the Executive's
            Base Pay and  Incentive  Pay payable to the Executive by the Company
            and any Subsidiary; or

                  (vi)  the  failure of a  successor/tranferee  organization  to
            assume  all  duties  and  obligations  of  the  Company  under  this
            Agreement  pursuant  to Section  10(a)  following  the  liquidation,
            dissolution,  merger, consolidation or reorganization of the Company
            or  transfer  of all or  substantially  all of its  business  and/or
            assets,   and  where   the   Executive   has  no   employee/employer
            relationship with such  successor/transferee  organization following
            the Change of Control; or

                  (vii) The  Company  or any of its  Subsidiaries  requires  the
            Executive  regularly  to  perform  Executive's  duties of employment
            beyond a materially different geographic radius from the location of
            Executive's employment immediately prior to the Change in Control or
            requires the Executive to travel away from Executive's office in the
            course  of  discharging   Executive's   responsibilities  or  duties
            hereunder  at  least  50% more (in  terms of  aggregate  days in any
            calendar  year  or in  any  calendar  quarter  when  annualized  for
            purposes  of  comparison  to any prior  year) than was  required  of
            Executive  in any of the three full years  immediately  prior to the
            Change of Control.

            (c)   A termination by the Company  pursuant to Section 3(a) or 3(d)
      or by the  Executive  pursuant to Section 3(b) or 3(d) will not affect any
      rights or benefits which the Executive may have pursuant to any agreement,
      policy, plan, program or arrangement of

                                       18

<PAGE>

      the Company providing  Employee Benefits (an "Other  Arrangement"),  which
      rights and  benefits  shall be governed by the terms  thereof,  including,
      without  limitation,  rights to  payments  under the  Company's  bonus and
      incentive  plans for prior fiscal years which have been earned but not yet
      paid to Executive. Notwithstanding the foregoing, if the Executive has any
      rights to severance  compensation upon termination of employment under any
      employment  agreement  Executive  may have with the  Company  or any Other
      Arrangement, such rights shall, during the Severance Period, be completely
      superseded by this  Agreement;  for the avoidance of doubt,  Executive can
      only  receive  severance  compensation  under this  Agreement or under the
      Other Arrangement, not both.

            (d)   For purposes of this  Agreement,  a termination of Executive's
      employment during a Potential Change in Control Period:

                  (i)   by  the  Company  other  than  pursuant  to  the  events
            described in Section 3(a)(i), 3(a)(ii) or 3(a)(iii); or

                  (ii)  by  Executive  following  the  occurrence  of one of the
            events described in Section 3(b)(i) through (vii),

      shall be deemed to be a termination of Executive's  employment  during the
      Severance Period entitling Executive to benefits provided by Section 4.

      4.    Severance Compensation:

            (a)   If,  following  the  occurrence  of a Change in  Control,  the
      Company terminates the Executive's  employment during the Severance Period
      other  than  pursuant  to Section  3(a),  or if the  Executive  terminates
      Executive's  employment  pursuant to Section 3(b), the Company will pay to
      the Executive the following:

                  (i)   an amount (the "Severance Payment") equal to three times
            the sum of

                        (A)   Base Pay, plus

                        (B)   the greater of:

                              (I)   the  average  actual  bonus  earned  by  the
                        Executive pursuant to any annual bonus or incentive plan
                        maintained by the Company in respect of the three fiscal
                        years  ending  immediately  prior to the fiscal  year in
                        which  occurs  such Change in Control  (or,  such lesser
                        number of years during which the  Executive was employed
                        by the  Company and  annualized  in the case of any such
                        bonus paid in  respect  of a portion of a fiscal  year);
                        and

                              (II)  the Targeted Bonus (determined in accordance
                        with Section 1(j) of this Agreement

                                       19

<PAGE>

            (the greater of Subclause (I) and Subclause  (II) being  hereinafter
            referred to as the "Highest Bonus");

      such Severance Payment shall be payable in a lump sum on the seventh month
      anniversary of the Executive's date of termination;

                  (ii)  for  36  months  following  the  Termination  Date  (the
            "Continuation  Period"),  the  Company  will  arrange to provide the
            Executive with Employee  Benefits that are welfare benefits (but not
            stock  option,   stock  purchase,   stock  appreciation  or  similar
            compensatory  benefits)  no less  favorable  than  those  which  the
            Executive was receiving or entitled to receive  immediately prior to
            the  Termination  Date,   including   benefits  provided  under  the
            Company's  Executive  Protection Plan. If and to the extent that any
            benefit  described in this Section 4(a)(ii) is not or cannot be paid
            or provided  under any policy,  plan,  program or arrangement of the
            Company or any Subsidiary, as the case may be, then the Company will
            itself  pay  or  provide  for  the  payment  to  the  Executive,  or
            Executive's dependents and beneficiaries, of such Employee Benefits.
            Without  otherwise  limiting  the  purpose  or effect of  Section 5,
            Employee Benefits otherwise  receivable by the Executive pursuant to
            this  Section  4(a)(ii)  will be reduced  to the  extent  comparable
            welfare benefits are actually received by the Executive from another
            employer during the Continuation Period. Such welfare benefits shall
            be provided and paid for the Executive per regular payroll period of
            the Company  commencing with the first payroll period  following the
            Executive's  termination  of employment  and continuing for 36 month
            thereafter.  Medical  expenses (as defined in Code  Section  213(d))
            paid  pursuant to this  subparagraph  (ii) are intended to be exempt
            from  Code  Section  409A to the  extent  permitted  under  Treasury
            Regulation  Sections   1.409A-1(b)(9)(v)(B)  and  -  3(i)(1)(iv)(B).
            However,  to the extent any welfare  benefits  provided  pursuant to
            this  subparagraph  (ii) do not  qualify  for  exemption  under Code
            Section 409A,  the Company shall provide  Executive  with a lump sum
            payment in an amount  equal to the number of months of  coverage  to
            which he is  entitled  times  the then  applicable  premium  for the
            relevant benefit plan in which Executive participated. Such lump sum
            amount will be paid during the second month  following  the month in
            which such coverage expires.

                  (iii) Notwithstanding any provision of any annual or long-term
            incentive  plan  to  the  contrary,  the  Company  shall  pay to the
            Executive a lump sum amount, in cash, equal to the sum of:

                        (A)   any unpaid incentive  compensation  which has been
                  allocated or awarded to the Executive  for a completed  fiscal
                  year or other measuring  period preceding the Termination Date
                  under any such plan and which, as of the Termination  Date, is
                  contingent only upon the continued employment of the Executive
                  to a subsequent date; and

                        (B)   the product of the  Highest  Bonus and a fraction,
                  the  numerator  of which is the  number of days in the  fiscal
                  year in which the

                                       20

<PAGE>

                  Termination  Date occurs prior to the Termination Date and the
                  denominator of which is 365.

            Such amount shall be paid to the  Executive in  accordance  with the
            terms of the relevant underlying incentive  compensation plan at the
            time all  other  executives  are paid  pursuant  to such  plan  with
            respect  to any such  incentive  compensation  for such  year  which
            includes Executive's date of termination under this Section 4(a).

                  (iv)  Notwithstanding  the terms or  conditions  of any awards
            relating to a grant of  restricted  shares,  all  restricted  shares
            which are not vested as of the  Termination  Date shall become fully
            vested.

                  (v)   The   Company   shall   provide   the   Executive   with
            outplacement  services  suitable to the  Executive's  position.  The
            Executive  shall  commence the  outplacement  services no later than
            sixty (60) days  following his  termination  date under this Section
            4(a),  but in no  event  shall  such  services  be  provided  beyond
            December 31 of the second year following the year of termination or,
            if earlier,  the first  acceptance  by the  Executive of an offer of
            employment..

            (b)   There will be no right of set-off or  counterclaim  in respect
      of any claim, debt or obligation against any payment to or benefit for the
      Executive provided for in this Agreement,  except as expressly provided in
      Section 4(a)(ii).

            (c)   Without  limiting  the  rights of the  Executive  at law or in
      equity,  if the  Company  fails to make any payment or provide any benefit
      required to be made or provided  hereunder on a timely basis,  the Company
      will pay  interest  on the  amount or value  thereof  at the prime rate in
      effect  at the First  National  Bank of  Chicago.  Such  interest  will be
      payable as it  accrues  on  demand.  Any change in such prime rate will be
      effective on and as of the date of such change.

            (d)   Notwithstanding  any  other  provision  hereof,  the  parties'
      respective  rights and obligations under this Section 4 and under Sections
      6 and 7 will  survive any  termination  or  expiration  of this  Agreement
      following  a Change  in  Control  or the  termination  of the  Executive's
      employment following a Change in Control for any reason whatsoever.

      5.    No Mitigation  Obligation:  The Company hereby  acknowledges that it
will be difficult and may be impossible:

            (a)   for the  Executive to find  reasonably  comparable  employment
      following the Termination Date; and

            (b)   to measure the amount of damages which Executive may suffer as
      a result of termination of employment hereunder.

Accordingly,  the payment of the  severance  compensation  by the Company to the
Executive in accordance with the terms of this Agreement is hereby  acknowledged
by the Company to be

                                       21

<PAGE>

reasonable  and  will be  liquidated  damages,  and the  Executive  will  not be
required to mitigate the amount of any payment provided for in this Agreement by
seeking other employment or otherwise, nor will any profits, income, earnings or
other  benefits  from any  source  whatsoever  create  any  mitigation,  offset,
reduction  or any other  obligation  on the part of the  Executive  hereunder or
otherwise reduce any payments or benefits to be provided to Executive hereunder,
except as expressly provided in Section 4(a)(ii).

      6.    Certain Additional Payments by the Company:

            (a)   In the event that this Agreement  becomes  operative and it is
      determined (as hereafter provided) that any payment or distribution by the
      Company  or any of its  affiliates  to or for the  benefit  of  Executive,
      whether paid or payable or  distributed or  distributable  pursuant to the
      terms of this Agreement or otherwise pursuant to or by reason of any other
      agreement,  policy,  plan,  program  or  arrangement,   including  without
      limitation any stock option, stock appreciation right or similar right, or
      the  lapse  or  termination  of  any  restriction  on or  the  vesting  or
      exercisability of any of the foregoing (a "Payment"),  would be subject to
      the excise tax imposed by Section  4999 of the  Internal  Revenue  Code of
      1986, as amended (or any successor provision  thereto),  or to any similar
      tax  imposed by state or local law,  or any  interest  or  penalties  with
      respect  to such  excise  tax (such tax or taxes,  together  with any such
      interest and  penalties,  are  hereafter  collectively  referred to as the
      "Excise  Tax"),  then  Executive will be entitled to receive an additional
      payment or payments (a "Gross-Up  Payment") in an amount such that,  after
      payment by  Executive  of all taxes  (including  any interest or penalties
      imposed  with respect to such taxes),  including  any Excise Tax,  imposed
      upon the  Gross-Up  Payment,  Executive  retains an amount of the Gross-Up
      Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding
      anything to the contrary,  any Gross-Up  Payment  pursuant to this Section
      6(a) shall be paid no later than  December  31 of the year  following  the
      year in which the Executive  pays the  applicable  Excise Tax, and, if the
      Executive  is a  `specified  employee',  as  defined  and  applied in Code
      Section 409A as of the termination  date, no earlier than the first day of
      the seventh month following such date.

            (b)   Subject  to  the   provisions  of  Section  6(f)  below,   all
      determinations required to be made under this Section 6, including whether
      an Excise Tax is payable by  Executive  and the amount of such  Excise Tax
      and whether a Gross-Up Payment is required and the amount of such Gross-Up
      Payment,  will be made by a nationally recognized firm of certified public
      accountants (the  "Accounting  Firm") selected by Executive in Executive's
      sole  discretion.  Executive will direct the Accounting Firm to submit its
      determination and detailed supporting calculations to both the Company and
      Executive  within 15 calendar days after the date of the Change in Control
      or the date of Executive's termination of employment,  if applicable,  and
      any  other  such  time or  times as may be  requested  by the  Company  or
      Executive. For purposes of determining the amount of the Gross-Up Payment,
      the  Executive  shall be deemed to pay  federal  income tax at the highest
      marginal rate of federal income taxation in the calendar year in which the
      Gross-Up  Payment  is to be made and state and local  income  taxes at the
      highest  marginal  rate of  taxation  in the  state  and  locality  of the
      Executive's  residence  on  the  Termination  Date  (or  if  there  is  no
      Termination Date, then the date on which the Gross-

                                       22

<PAGE>

      Up Payment is calculated  for purposes of this Section  6(b)),  net of the
      maximum  reduction in federal  income  taxes which could be obtained  from
      deduction of such state and local taxes. If the Accounting Firm determines
      that any  Excise Tax is payable by  Executive,  the  Company  will pay the
      required  Gross-Up  Payment to Executive  within five  business days after
      receipt of such  determination  and  calculations.  If the Accounting Firm
      determines  that no Excise Tax is payable by  Executive,  it will,  at the
      same  time as it  makes  such  determination,  furnish  Executive  with an
      opinion that Executive has substantial  authority not to report any Excise
      Tax on Executive's  federal,  state, local income or other tax return. Any
      determination  by the  Accounting  Finn as to the  amount of the  Gross-Up
      Payment will be binding upon the Company and Executive. As a result of the
      uncertainty  in the  application  of  Section  4999  of the  Code  (or any
      successor  provision  thereto) and the possibility of similar  uncertainty
      regarding   applicable  state  or  local  tax  law  at  the  time  of  any
      determination  by the  Accounting  Firm  hereunder,  it is  possible  that
      Gross-Up Payments which will not have been made by the Company should have
      been made (an "Underpayment"),  consistent with the calculations  required
      to be made hereunder.  In the event that the Company  exhausts or fails to
      pursue  its  remedies   pursuant  to  Section  6(f)  below  and  Executive
      thereafter is required to make a payment of any Excise Tax, Executive will
      direct the  Accounting  Firm to determine  the amount of the  Underpayment
      that has occurred and to submit its determination and detailed  supporting
      calculations  to both the Company and  Executive  as promptly as possible.
      Any such  Underpayment will be promptly paid by the Company to, or for the
      benefit of,  Executive  within five  business  days after  receipt of such
      determination and calculations.

            (c)   The Company and  Executive  will each  provide the  Accounting
      Firm  access to and  copies of any books,  records  and  documents  in the
      possession  of the Company or  Executive,  as the case may be,  reasonably
      requested  by the  Accounting  Firm,  and  otherwise  cooperate  with  the
      Accounting  Firm in connection  with the  preparation  and issuance of the
      determination contemplated by Section 6(b) above.

            (d)   The federal, state and local income or other tax returns filed
      by Executive  will be prepared  and filed on a  consistent  basis with the
      determination  of the  Accounting  Firm with  respect  to the  Excise  Tax
      payable by Executive.  Executive will make proper payment of the amount of
      any Excise Tax. If prior to the filing of  Executive's  federal income tax
      return,  or  corresponding  state or local tax return,  if  relevant,  the
      Accounting Firm determines that the amount of the Gross-Up  Payment should
      be reduced,  Executive  will within five  business days pay to the Company
      the amount of such reduction.

            (e)   The fees and expenses of the Accounting  Firm for its services
      in connection with the  determinations  and  calculations  contemplated by
      Section 6(b) and (d) above will be borne by the Company.  If such fees and
      expenses are initially  advanced by Executive,  the Company will reimburse
      Executive  the full amount of such fees and expenses  within five business
      days after receipt from  Executive of a statement  therefor and reasonable
      evidence of Executive's payment thereof.

            (f)   Executive  will  notify the Company in writing of any claim by
      the Internal  Revenue  Service  that,  if  successful,  would  require the
      payment by the Company of a Gross-Up  Payment.  Such  notification will be
      given as promptly as practicable, but no

                                       23

<PAGE>

      later than 10 business days after  Executive  actually  receives notice of
      such claim,  and Executive will further  apprise the Company of the nature
      of such claim and the date on which such claim is requested to be paid (in
      each case, to the extent known by Executive).  Executive will not pay such
      claim prior to the earlier of:

                  (i)   the expiration of the  30-calendar-day  period following
            the date on which Executive gives such notice to the Company; and

                  (ii)  the date that any payment of amount with respect to such
            claim is due.

      If the Company  notifies  Executive in writing prior to the  expiration of
      such period that it desires to contest such claim, Executive will:

                        (A)   provide  the Company  with any written  records or
                  documents  in  Executive's  possession  relating to such claim
                  reasonably requested by the Company;

                        (B)   take such  action in  connection  with  contesting
                  such claim as the Company will  reasonably  request in writing
                  from  time to time,  including  without  limitation  accepting
                  legal representation with respect to such claim by an attorney
                  competent  in respect  of the  subject  matter and  reasonably
                  selected by the Company;

                        (C)   cooperate  with the Company in good faith in order
                  effectively to contest such claim; and

                        (D)   permit   the   Company  to   participate   in  any
                  proceedings relating to such claim;

      provided,  however,  that the Company will bear and pay directly all costs
      and expenses  (including  interest and  penalties)  incurred in connection
      with such contest and will  indemnify and hold harmless  Executive,  on an
      after-tax basis,  for and against any Excise Tax or income tax,  including
      interest and penalties with respect  thereto,  imposed as a result of such
      representation  and payment of costs and  expenses.  Without  limiting the
      foregoing  provisions of this Section  6(f),  the Company will control all
      proceedings taken in connection with the contest of any claim contemplated
      by this Section 6(1) and, at its sole option, may pursue or forego any and
      all administrative appeals, proceedings, hearings and conferences with the
      taxing  authority in respect of such claim  (provided  that  Executive may
      participate  therein at Executive's  own cost and expense) and may, at its
      option,  either  direct  Executive  to pay the tax  claimed  and sue for a
      refund or  contest  the claim in any  permissible  manner,  and  Executive
      agrees  to  prosecute   such  contest  to  a   determination   before  any
      administrative  tribunal, in a court of initial jurisdiction and in one or
      more appellate courts, as the Company will determine;  provided,  however,
      that if the Company directs Executive to pay the tax claimed and sue for a
      refund,  the Company  will advance the amount of such payment to Executive
      on an interest-free basis and will indemnify and hold Executive haluiless,
      on an  after-tax  basis,  from any  excise  Tax or income  tax,  including
      interest or penalties with respect thereto, imposed with respect to

                                       24

<PAGE>

      such advance;  and provided  further,  however,  that any extension of the
      statute of  limitations  relating to payment of taxes for the taxable year
      of Executive  with respect to which the contested  amount is claimed to be
      due is limited solely to such contested amount. Furthermore, the Company's
      control of any such contested claim will be limited to issues with respect
      to which a Gross-Up Payment would be payable  hereunder and Executive will
      be  entitled  to settle or  contest,  as the case may be, any other  issue
      raised by the Internal Revenue Service or any other taxing authority.

            (g)   If, after the receipt by  Executive  of an amount  advanced by
      the Company pursuant to Section 6(f) above,  Executive receives any refund
      with  respect to such claim,  Executive  will  (subject  to the  Company's
      complying with the requirements of Section 6(f) above) promptly pay to the
      Company  the amount of such refund  (together  with any  interest  paid or
      credited  thereon  after  any taxes  applicable  thereto).  If,  after the
      receipt by  Executive  of an amount  advanced by the  Company  pursuant to
      Section  6W above,  a  determination  is made that  Executive  will not be
      entitled to any refund with respect to such claim and the Company does not
      notify Executive in writing of its intent to contest such denial or refund
      prior to the expiration of 30-calendar-days after such determination, then
      such  advance  will be forgiven  and will not be required to be repaid and
      the amount of such advance will offset, to the extent thereof,  the amount
      of Gross-Up Payment required to be paid pursuant to this Section 6.

      7.    Legal Fees and Expenses:  If it should appear to the Executive  that
the  Company  has  failed  to  comply  with any of its  obligations  under  this
Agreement  or in the  event  that  the  Company  or any  other  person  takes or
threatens  to take any  action  to  declare  this  Agreement  void,  invalid  or
unenforceable,  or  institutes  any  litigation  or other  action or  proceeding
designed to deny,  or to recover from,  the  Executive the benefits  provided or
intended to be  provided to the  Executive  hereunder,  the Company  irrevocably
authorizes  the  Executive  from time to time to retain  counsel of  Executive's
choice,  at the  expense of the  Company as  hereafter  provided,  to advise and
represent the Executive in connection with any such interpretation,  enforcement
or  defense,  including  without  limitation  the  initiation  or defense of any
litigation  or other  legal  action,  whether by or against  the  Company or any
Director,  officer,  stockholder or other person affiliated with the Company, in
any jurisdiction.

Notwithstanding any existing or prior  attorney-client  relationship between the
Company and such counsel,  the Company  irrevocably  consents to the Executive's
entering into an  attorney-client  relationship  with such counsel,  and in that
connection the Company and the Executive agree that a confidential  relationship
shall exist between the Executive and such counsel.  The Company will pay and be
solely financially responsible for Executive's out-of-pocket expenses, including
reasonable attorneys' fees and expenses, incurred by the Executive in connection
with any of the foregoing; provided, however, in the case of any such litigation
or other action or proceeding in which the Company or any of its  affiliates and
Executive are adverse  parties,  the Company shall not pay or be responsible for
any such expenses if the Company or any of its affiliates  prevails  against the
Executive.

      8.    Employment Rights;  Termination Prior to Change in Control:  Nothing
expressed or implied in this Agreement will create any right or duty on the part
of the Company

                                       25

<PAGE>

or the Executive to have the Executive  remain in the  employment of the Company
or any Subsidiary prior to or following any Change in Control.

      9.    Withholding  of Taxes:  The  Company may  withhold  from any amounts
payable  under this  Agreement  all federal,  state,  city or other taxes as the
Company is required to withhold pursuant to any law or government  regulation or
ruling.

      10.   Successors and Binding Agreement:

            (a)   The Company  will  require any  successor  (whether  direct or
      indirect, by purchase, merger, consolidation, reorganization or otherwise)
      to all or substantially  all of the business or assets of the Company,  by
      agreement in form and substance  satisfactory to the Executive,  expressly
      to assume and agree to perform  this  Agreement  in the same manner and to
      the same  extent  the  Company  would be  required  to  perform if no such
      succession had taken place.  This Agreement will be binding upon and inure
      to the benefit of the Company and any successor to the Company,  including
      without  limitation  any persons  acquiring  directly or indirectly all or
      substantially  all of the  business  or assets of the  Company  whether by
      purchase,  merger,  consolidation,  reorganization  or otherwise (and such
      successor  shall  thereafter  be deemed the  "Company" for the purposes of
      this  Agreement),  but will not otherwise be assignable,  transferable  or
      delegable by the Company.

            (b)   This Agreement will inure to the benefit of and be enforceable
      by  the  Executive's   personal  or  legal   representatives,   executors,
      administrators, successors, heirs, distributees and legatees.

            (c)   This  Agreement  is  personal  in nature  and  neither  of the
      parties hereto shall, without the consent of the other,  assign,  transfer
      or delegate this Agreement or any rights or obligations  hereunder  except
      as expressly provided in Sections 10(a) and 10(b) hereof. Without limiting
      the  generality  or  effect of the  foregoing,  the  Executive's  right to
      receive  payments  hereunder  will  not  be  assignable,  transferable  or
      delegable,  whether  by  pledge,  garnishment,   creation  of  a  security
      interest,  claims for alimony,  or otherwise,  other than by a transfer by
      Executive's  will or by the laws of descent and  distribution  and, in the
      event of any  attempted  assignment  or transfer  contrary to this Section
      I0(c),  the Company shall have no liability to pay any amount so attempted
      to be assigned, transferred or delegated.

      11.   Notices:  For all purposes of this  Agreement,  all  communications,
including without limitation notices, consents, requests or approvals,  required
or permitted to be given hereunder will be in writing and will be deemed to have
been duly  given when hand  delivered  or  dispatched  by  electronic  facsimile
transmission  (with receipt  thereof  orally  confirmed),  or five business days
after  having been  mailed by United  States  registered  mail,  return  receipt
requested,  postage prepaid,  or three business days after having been sent by a
nationally recognized overnight courier service such as Federal Express, UPS, or
Purolator,  addressed to the Company (to the  attention of the  Secretary of the
Company) at its principal  executive  office and to the Executive at Executive's
principal residence, or to such other address as any party may have

                                       26

<PAGE>

furnished  to the other in  writing  and in  accordance  herewith,  except  that
notices of changes of address shall be effective only upon receipt.

      12.   Dispute Resolutions:  Any dispute or controversy arising under or in
connection  with this Agreement  shall be settled  exclusively by arbitration in
Chicago,  Illinois  in  accordance  with the rules of the  American  Arbitration
Association then in effect;  provided,  however,  that the evidentiary standards
set  forth  in this  Agreement  shall  apply.  Judgment  may be  entered  on the
arbitrator's award in any court having jurisdiction.

      13.   Governing  Law:  The  validity,  interpretation,   construction  and
performance  of this  Agreement  will be governed by and construed in accordance
with the substantive laws of the State of Delaware, without giving effect to the
principles of conflict of laws of such State.

      14.   Validity:  If any provision of this Agreement or the  application of
any  provision   hereof  to  any  person  or   circumstances  is  held  invalid,
unenforceable  or otherwise  illegal,  the  remainder of this  Agreement and the
application of such provision to any other person or  circumstances  will not be
affected,  and the provision so held to be invalid,  unenforceable  or otherwise
illegal  will be reformed to the extent  (and only to the extent)  necessary  to
make it enforceable, valid or legal.

      15.   Miscellaneous:  No  provision  of this  Agreement  may be  modified,
waived or discharged unless such waiver,  modification or discharge is agreed to
in writing  signed by the Executive  and the Company.  No waiver by either party
hereto at any time of any breach by the other party  hereto or  compliance  with
any condition or provision of this Agreement to be performed by such other party
will be deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. No agreements or representations,  oral
or  otherwise,  expressed or implied with respect to the subject  matter  hereof
have  been  made by  either  party  which  is not set  forth  expressly  in this
Agreement.  References  to  Sections  are to  references  to  Sections  of  this
Agreement.  Effective  as of the date  hereof,  this  Agreement  supersedes  and
replaces the prior  Severance  Agreement  entered into between the Executive and
the Company.

                                       27

<PAGE>

      16.   Counterparts:  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same agreement.

      IN WITNESS  WHEREOF,  the parties  have caused this  Agreement  to be duly
executed and delivered as of the date first above written.

                                           PLAYBOY ENTERPRISES, INC.,

                                           By: /s/ Howard Shapiro
                                              ----------------------------------

                                           Title: EVP
                                                 -------------------------------

ACCEPTED and AGREED to:

 /s/ R. Meyers
------------------------
Robert Meyers

                                       28