Exhibit 10.25(c)

                                 FIRST AMENDMENT
                                       TO
                         THE SECOND AMENDED AND RESTATED
                   1997 EQUITY PLAN FOR NON-EMPLOYEE DIRECTORS
                          OF PLAYBOY ENTERPRISES, INC.
               (As Amended and Restated as of September 17, 2008)

  Cessation of Future Deferrals of Cash and Equity Awards as of January 1, 2009

      WHEREAS,  Playboy  Enterprises,  Inc. (the "Company") maintains the Second
Amended and  Restated  1997 Equity Plan for  Non-Employee  Directors  of Playboy
Enterprises,  Inc.  (the  "Plan") for the benefit of its members of the Board of
Directors of the Company who are not employees of the Company (the "Non-Employee
Directors");

      WHEREAS, Section 14(a) of the Plan provides that the Board of Directors of
Playboy Enterprises, Inc. (the "Board") may alter, amend or modify the Plan from
time to time; and

      WHEREAS,  effective  January 1, 2009,  the Board  deems it  desirable  and
appropriate to cease the ability of  Non-Employee  Directors to defer any awards
or  amounts  received  by such  Non-Employee  Director  under this Plan into the
Playboy  Enterprises,  Inc.  Board  of  Directors'  Deferred  Compensation  Plan
(Amended and Restated as of January 1, 2005).

      NOW THEREFORE, the First Amendment to the Second Amended and Restated 1997
Equity Plan for Non-Employee  Directors of Playboy  Enterprises,  Inc. is hereby
amended effective as of January 1, 2009, in the following particulars:

      1. By deleting the last sentence of paragraph (a) of Section 6 of the Plan
and substituting the following two new sentences as a part thereof:

      "Anything  in this  Section 6 to the  contrary  notwithstanding,  any
      Mandatory  Meeting Fee Shares that become  subject to deferral  under
      the  Deferred   Compensation  Plan  shall  be  issued  in  such  form
      (including  book-entry  form), at such times and with such rights and
      restrictions as shall be specified in the Deferred Compensation Plan;
      provided,   however,   notwithstanding   anything  to  the  contrary,
      effective January 1, 2009, no new Mandatory Meeting Fee Shares may be
      deferred into the Deferred  Compensation  Plan on or after January 1,
      2009. On and after January 1, 2009, all Mandatory  Meeting Fee Shares
      shall be paid by the respective Issuance Date."

      2. By deleting the last sentence of paragraph (b) of Section 6 of the Plan
and substituting the following two new sentences as a part thereof:

      "Anything  in this  Section 6 to the  contrary  notwithstanding,  any
      Mandatory  Committee Fee Shares that become subject to deferral under
      the  Deferred   Compensation  Plan  shall  be  issued  in  such  form
      (including  book-entry  form), at such times and with such rights and
      restrictions as shall be specified in the Deferred Compensation Plan;
      provided,   however,   notwithstanding   anything  to  the  contrary,
      effective January 1, 2009, no new Mandatory  Committee Fee Shares may
      be deferred into the Deferred  Compensation  Plan on or after January
      1, 2009. On and after

<PAGE>

      January 1, 2009,  all Mandatory  Committee Fee Shares shall be paid by the
      respective Issuance Date."

      3. By deleting the last sentence of paragraph (c) of Section 6 of the Plan
and substituting the following two new sentences as a part thereof:

      "Anything  in this  Section 6 to the  contrary  notwithstanding,  any
      Mandatory  Retainer  Shares that become subject to deferral under the
      Deferred  Compensation  Plan shall be issued in such form  (including
      book-entry form), at such times and with such rights and restrictions
      as shall be specified in the Deferred  Compensation  Plan;  provided,
      however,  notwithstanding anything to the contrary, effective January
      1, 2009,  no new Mandatory  Retainer  Shares may be deferred into the
      Deferred  Compensation Plan on or after January 1, 2009. On and after
      January 1, 2009, all Mandatory  Retainer  Shares shall be paid by the
      respective Issuance Date."

      4. By deleting the last sentence of paragraph (b) of Section 7 of the Plan
and substituting the following two new sentences as a part thereof:

            "Anything in this  Section 7 to the  contrary  notwithstanding,
      any  Voluntary  Shares  that  become  subject to  deferral  under the
      Deferred  Compensation  Plan shall be issued in such form  (including
      book-entry form), at such times and with such rights and restrictions
      as shall be specified in the Deferred  Compensation  Plan;  provided,
      however,  notwithstanding anything to the contrary, effective January
      1, 2009,  no new  Voluntary  Shares may be deferred into the Deferred
      Compensation  Plan on or after  January 1, 2009. On and after January
      1,  2009,  all  Voluntary  Shares  shall  be paid  by the  respective
      Issuance Date."

      IN WITNESS WHEREOF,  the following officer who is designated the authority
to execute this First  Amendment  hereby affix his signature as of this 10th day
of December 2008.

                                                 PLAYBOY ENTERPRISES, INC.


                                                 /s/ Robert D. Campbell
                                                 ---------------------------


                                       2