In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Input: Consider Input: Exhibit 99(h)(3) WHOLESALE MARKETING AGREEMENT THIS AGREEMENT is entered into effective as of the 24t h day of August 2018, by and among ALPS Distributors, Inc., a Colorado corporation (the Distributor) and S2K Financial LLC, a Delaware limited liability company (S2K). WITNESSETH: WHEREAS, the Distributor has entered into a Distribution Agreement with each fund set forth in Exhibit A hereto, each a Delaware statutory trust and each of which is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a closed-end management investment company (each a Fund and collectively referred to as the Funds); WHEREAS, the Distributor is the distributor of each Fund and enters into broker-dealer selling agreements (Selling Agreements) with respect to each such Fund; WHEREAS, the Funds' shares may be sold by broker-dealers registered with the Securities and Exchange Commission (the SEC) and the Financial Industry Regulatory Authority (FINRA); and WHEREAS, the Distributor wishes to retain S2K, through registered representatives of S2K (Authorized S2K Representatives), to introduce the Funds to registered representatives of broker-dealers and registered investment advisers located at the financial institutions (each, an Intermediary and collectively, Intermediaries) that may have customers interested in investing in a Fund. NOW, THEREFORE, in consideration of these premises and of the mutual covenants and agreements hereinafter contained, the sufficiency of which is hereby acknowledged by the parties, the parties hereto agree as follows: 1. Services Provided by S2K. S2K agrees, subject to the provisions of this Agreement, through its Authorized S2K Representatives, to use its reasonable best efforts to market the Funds to the Intermediaries, and to identify, refer and/or introduce Intermediaries to the Funds. In connection therewith, S2K may (i) engage in seminars, conferences and media interviews for financial intermediaries; (ii) distribute sales literature and other communications (including electronic media) regarding the Funds, subject to review and approval of such material by the Distributor; and (iii) perform other services reasonably contemplated in writing by S2K and the Distributor. S2K shall not act as an underwriter in connection with S2K's wholesale activities relating to shares of the Funds where S2K receives all or substantially all of the sales load, as set forth in each Fund's then-current prospectus (Prospectus). S2K will market the Funds to Intermediaries that: (a) are registered as broker-dealers with the SEC, FINRA, and any other applicable jurisdiction in which they operate and are required to be so registered by law;

Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018





(b) will enter into a Selling Agreement agreed to by Distributor and such broker-dealers, or in such other form of Intermediary agreement (which shall include, without limitation, broker/dealer Selling Agreements, platform agreements and wirehouse agreements) as required by an Intermediary with the Distributor to sell shares of the Funds to investors (copies of which shall be made available to S2K); and (c) will sell shares of the Funds through representatives in accordance with the then-current applicable Prospectus and in accordance with the provisions of the Selling Agreement. 2. Services Provided by the Distributor. (a) The Distributor will coordinate the completion and execution of Selling Agreements with broker-dealers and/or Intermediaries. (b) Advertising and Sales Literature Review (i) The Distributor shall provide review of broker-dealer related advertising and sales literature pieces (marketing pieces) submitted to Distributor by S2K. Documentation (which shall include electronic correspondence) not defined as marketing pieces, which shall include, but is not limited to, correspondence and materials provided directly in response to due diligence requests, shall be principally reviewed and approved by S2K. (ii) Distributor's services are based on the understanding that S2K will utilize current systems and expertise owned by Distributor, specifically the AdLit Advertising Review System (AdLit), and that Distributor will base its reviews on: (i) the guidelines contained within Distributor's Sales and Advertising Guide and Distributor's Written Supervisory Procedures; (ii) rules and guidance issued by FINRA and the SEC related to communications with the public and/or communications to institutional investors, as those terms are defined in FINRA Rules 2210 and 2211 and in various other FINRA and SEC rules and interpretive material; and (iii) Distributor's submission guidelines with respect to the use of trademarked and/or copyright materials, to the extent applicable. All material submitted to Distributor will be provided by Distributor to S2K with comments or approval no later than three business days after receipt in AdLit. (iii) Each marketing piece submitted to Distributor for review will be subject to the following process: a) Each piece will undergo review at Distributor by a FINRA-licensed registered principal possessing the required expertise and appropriate license to review the marketing piece submitted to Distributor; b) Distributor's comments shall consist of (i) recommendations for changes that, in the opinion of the Distributor reviewer, will be consistent with the guidelines specified by Distributor in Section 2(b)(ii) above, or (ii) in the form of an acknowledgement that the submitted material is consistent with such guidelines with no additional changes. In the event of the latter, the item will be approved by the registered principal and filed with the applicable regulatory body if necessary;

- 2 -

Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018





c) Distributor will provide system training and ongoing consulting with respect to advertising review guidelines and rules for each marketing piece submitted via the process described herein; and d) Distributor will make all required FINRA filings of marketing materials which have been approved by Distributor. (iv) If S2K wishes Distributor to perform an expedited review of marketing pieces within one business day of Distributor' receipt of such marketing pieces, the expedited review will be performed subject to and in accordance with the following: a) A charge of $250 will apply to each request for expedited review, in addition to FINRA filing fees. b) The marketing piece must be 30 pages or less in actual length in order to be considered for expedited review. Web pages and other marketing pieces over 30 pages require a more in-depth review; therefore, Distributor cannot guarantee a one business day review for these items. c) The marketing piece must be submitted via Distributor's AdLit system by no later than 3:00 P.M. Mountain Time (2:00 P.M. PT/5:00 P.M. ET) on a business day in order to ensure that the Distributor has a full one business day to review and provide S2K with comments within such one business day timeframe. d) S2K must check the box on the AdLit coversheet whereby S2K requests and accepts the terms and fee(s) associated with expedited review in order to ensure that Distributor is notified of the expedited request. e) Distributor cannot guarantee that a marketing piece will be APPROVED within one business day of being received via AdLit. Distributor will review and submit comments to S2K within this timeframe. If Distributor fails to provide S2K with comments within one business day, the $250 expedited review charge will not apply. 3. Performance Requirements. S2K shall devote sufficient staff and expenditures to the performance of its services as shall be consistent with industry standards for the marketing of shares of the Fund. S2K shall perform these services in a professional and competent manner and shall provide such office space and equipment, telephone facilities and personnel as it determines may be reasonably necessary or beneficial in order to provide such services at no cost to the Distributor. 4. Duration and Termination. The term of this Agreement shall commence on the Effective Date and shall end on the 60th day following a written notice from one party to the other of its decision to terminate this Agreement at the end of such 60-day period or upon termination of the applicable Distribution Agreement with respect to a Fund. Termination of this Agreement as to a Fund shall not terminate this Agreement with respect to any other Fund so long as such other Fund's (or Funds', as the case may be) Distribution Agreement is effective. If this Agreement is terminated by one party, it shall terminate the entire Agreement.

- 3 -

Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018





5. Compensation; Expenses (a) As described in the Fund's Prospectus, the Fund may impose a sales charge load in connection with the purchase of shares of the Fund, a portion of which will be paid to S2K pursuant to the terms and conditions of the Prospectus. (b) In consideration of the marketing, sales and other related activities provided by S2K, the Distributor may compensate S2K for such services on each Fund's behalf and at the direction of each such Fund. The amount of compensation payable by the Distributor to S2K hereunder shall be determined on a class by class basis. At the direction of each Fund, ALPS or its designated agent will facilitate the payment of the applicable dealer reallowance fee to S2K in the amounts set forth in Exhibit B hereto. S2K shall perform such distribution-related activities for which such payments are appropriate under all applicable rules and regulations and shall make such occasional certification as required by the Distributor to such effect. (c) No compensation with respect to a Fund shall be due and owing hereunder until the Distributor actually receives payments from such Fund, to the extent applicable. (d) Notwithstanding anything to the contrary herein, in no event shall S2K be entitled to receive fees or compensation that would cause a Fund's sales charges to exceed the maximum amount allowed under FINRA rules or applicable law. (e) S2K shall reimburse Distributor for all reasonable out-of-pocket expenses, including but not limited to: FINRA advertising/filing fees (including additional fees for expedited reviews as set forth in Section 2(b) herein). 6. Representations. (a) S2K hereby represents and warrants to the Distributor that: (i) It is a limited liability company duly organized and existing and in good standing under the laws of the State of Delaware; (ii) It and all requisite personnel have or shall obtain and each shall use their best efforts to maintain all approvals and licenses necessary for the performance of the Services including proper registration and licensing with the SEC and or FINRA, as applicable; (iii) It is and will use its best efforts to remain duly licensed or registered with the SEC, applicable state securities regulators and FINRA, as applicable; (iv) It is empowered under applicable laws and by its limited liability company agreement to enter into and perform this Agreement;

- 4 -

Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018





(v) No consent, approval, authorization or other order of governmental authority is required in connection with the execution or delivery by S2K of this Agreement; (vi) There are no actions, suits or proceedings pending, or to the knowledge of S2K, threatened against S2K at law or in equity or before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, which would be reasonably expected to have a material adverse effect on the business or property of S2K; (vii) The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by S2K will not conflict with or constitute a default under any charter, bylaw, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over a Fund, except for such conflicts or defaults that would not reasonably be expected to have a material adverse effect on the business or property of S2K; (viii) It will make no representations concerning a Fund other than those contained in the applicable Prospectus or in any promotional materials or sales literature furnished to S2K by the Distributor or prepared by S2K and approved for use by the Distributor, except as otherwise noted in this Agreement; (ix) While it is authorized by the Distributor to solicit purchases of Fund shares, it is understood that it will not open or maintain customer accounts or handle orders for a Fund; (x) All requisite corporate actions have been taken to authorize it to enter into and perform this Agreement; (xi) It and Authorized S2K Representatives are and will use best efforts to remain properly registered with and licensed by the SEC and are and will use best efforts to remain members in good standing of FINRA or any relevant subsidiary thereof, as applicable; (xii) The Authorized S2K Representatives will be registered representatives of S2K and subject to S2K's supervisory oversight in accordance with all applicable laws, rules and regulations in connection with the services provided hereunder; and (xiii) S2K understands and agrees that this Agreement does not relieve S2K of any obligation to which S2K may be subject under any applicable federal or state law. (b) The Distributor represents and warrants to S2K that: (i) It is a corporation duly organized and existing and in good standing under the laws of the State of Colorado;

- 5 -

Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018





(ii) It is a member of FINRA and it and its employees and representatives have all required licenses and registrations required by the SEC, FINRA or any other governing body to act under this Agreement; (iii) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement; (iv) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (v) No consent, approval, authorization or other order of governmental authority is required in connection with the execution or delivery by the Distributor of this Agreement; (vi) There are no actions, suits or proceedings pending or to the knowledge of the Distributor, threatened against the Distributor at law or in equity or before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, which would be reasonably expected to have a material adverse effect on the business or property of the Distributor; (vii) The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Distributor will not conflict with or constitute a default under any charter, bylaw, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over a Fund, except for such conflicts or defaults that would not reasonably be expected to have a material adverse effect on the business or property of the Distributor; (viii) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards; (ix) Each Fund has filed a registration statement (a Registration Statement) with the SEC relating to its shares under the Securities Act of 1933, as amended (the 1933 Act), on Form N-2 which includes a Prospectus. The Registration Statement (including the Prospectus) conforms in all material respects to the requirements of the 1933 Act, the 1940 Act and the rules thereunder; and (x) To the extent required by applicable law, the Funds are registered and their shares are qualified for sale in the jurisdictions listed on Exhibit C unless S2K is notified in writing to the contrary. S2K may rely solely on such representation to the extent that S2K will only market a Fund in those jurisdictions where such Fund is registered. The Distributor otherwise assumes no responsibility or obligation as to S2K's right to market a Fund in any jurisdiction.

- 6 -

Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018





7. Indemnification. (a) S2K shall indemnify and hold harmless the Distributor and each of its affiliates, officers, directors, employees, agents and control persons (as defined in Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, as amended (the 1934 Act)), from and against any loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damage or expense and reasonable counsel fees incurred in connection therewith), as incurred, arising in connection with (i) S2K's violation of any of the provisions of this Agreement or (ii) S2K's violation of any applicable law, rule or regulation with respect to its conduct under the Agreement; provided, however, that in no case is the foregoing indemnity to be deemed to protect the Distributor or any of its affiliates, officers, directors, employees, agents or control persons (as defined in Section 15 of the 1933 Act or Section 20 of the 1934 Act) against any liability to which the Distributor or any such person would otherwise be subject by reason of its willful misfeasance, bad faith or gross negligence or by reason of the Distributor's reckless disregard of its obligations and duties under this Agreement. (b) The Distributor shall indemnify and hold harmless S2K and each of its affiliates, directors, officers, employees, agents and control persons (as defined in Section 15 of the 1933 Act or Section 20 of the 1934 Act), from and against any loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damage or expense and reasonable counsel fees incurred in connection therewith), as incurred, arising in connection with (i) the Distributor's violation of any of the provisions of this Agreement, (ii) the Distributor's violation of any applicable law, rule or regulation with respect to its conduct under the Agreement, or (iii) any untrue statement of a material fact or any omission of a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in any advertising or promotional material published or provided by the Distributor to S2K; provided, however, that in no case is the foregoing indemnity to be deemed to protect S2K and its affiliates, directors, officers, employees, agents and control persons (as defined in Section 15 of the 1933 Act or Section 20 of the 1934 Act), against any liability to which S2K or any such person would otherwise be subject by reason of its willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard of S2K's obligations and duties under this Agreement. (c) Any and all claims, losses, cost or expenses shall be limited to actual and direct costs. In no event shall any party be responsible to the other for indirect, special or consequential damages. 8. Confidentiality. (a) Each party to this Agreement shall safeguard and hold confidential from disclosure to unauthorized parties all Confidential Information (as defined below) of the other party or parties. For purposes of this Section 8, the term Confidential Information shall mean any and all information which is in any way connected with, derived from or related to the business of a party, including without limitation, any business and financial records, any retail or institutional customer information, computer programs, technical data, investment information, lists, compilations, compositions, programs, plans, devices, descriptions, drawings, methods, techniques, processes, designs, theories concepts or ideas, and any information relating to the pricing or marketing policies, suppliers or customers of a party.

- 7 -

Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018





(b) Confidential Information shall not include information to the extent such information is (i) already known to the receiving party free of any restriction at the time obtained, including information in the public domain; (ii) subsequently learned from an independent third party free of restriction; (iii) known through no wrongful act of any party; or (iv) independently developed by one party without reference to information which is confidential. (c) For purposes of this Section 8, only the officers, directors and employees and agents of the parties, including their respective accountants, auditors and attorneys, shall be authorized parties, provided those individuals have a need to know the Confidential Information that is consistent with their respective positions and legal obligations and responsibilities. In the event that one party (the Disclosing Party) is requested or required by a court of competent jurisdiction or by any regulatory body which regulates the conduct of the Disclosing Party to disclose any Confidential Information of another party (the Non-Disclosing Party), the Disclosing Party shall provide the Non-Disclosing Party with prompt notice of any such request or requirement so that the Non-Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Non-Disclosing Party, the Disclosing Party is nonetheless, in the opinion of counsel, required to disclose Confidential Information, the Disclosing Party may, without liability hereunder, disclose only that portion of the Confidential Information which such counsel advises the Disclosing Party is required to be disclosed, provided that the Disclosing Party attempt to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the Non-Disclosing Party, at the Non-Disclosing Party's expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. (d) Each party further acknowledges and agrees that, in the event of a breach by it of the provisions of this Section 8, the other party or parties will suffer irreparable harm and damages and, accordingly, shall be entitled to seek injunctive or other equitable relief in a court of competent jurisdiction. (e) The provisions of this Section 8 shall survive any termination of this Agreement. 9. Fund Materials. S2K shall be entitled to produce materials (Fund Materials) for use in marketing a Fund as described herein, so long as the Fund Materials are produced, reviewed, principally approved, used and filed, where necessary, in accordance with FINRA and SEC regulations and those of any jurisdiction in which a Fund is solicited through use of the Fund Materials. All expenses and costs attributable to the foregoing provision shall be borne by S2K in accordance with Section 2 and Section 5 herein. S2K shall remain liable for any representations made by it or contained in materials produced and approved by S2K for use in marketing the Funds. 10. Relationship of the Parties. In carrying out the provisions of this Agreement, S2K is, for all purposes, an independent contractor and none of S2K's offices, directors, employees or representatives is an employee of the Distributor. As an independent contractor, S2K has no authority, express or implied, to speak for, act for or bind the Distributor in any manner whatsoever.

- 8 -

Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018





11. Regulatory Issues. (a) It is understood and agreed that in performing S2K's duties under this Agreement, S2K hereby undertakes to, and will use commercially reasonable efforts to cause each of its representatives, officers, directors or employees who perform services under this Agreement to act in a manner consistent with written instructions received from the Distributor. (b) Each party hereto agrees that any Nonpublic Personal Information, as the term is defined in Regulation S-P (17 CFR 248.1 - 248.30) (Reg S-P), may be disclosed by a party hereunder only for the specific purpose of permitting the other party or parties to perform services set forth in this Agreement. Each party agrees that with respect to such information, it will comply with Reg S-P and any other applicable Federal or state regulations and that it will not disclose any Nonpublic Personal Information received in connection with this Agreement to any party except to the extent required to carry out the services set forth in this Agreement or as required by applicable law. 12. Use of Names; Marketing Materials. Each party to this Agreement shall obtain the other party's prior written consent before using any marketing or sales literature related to the consenting party, and shall not use the other party's names in any marketing or advertising materials without prior written consent from the consenting party. 13. Miscellaneous Provisions. (a) Notices. All notices and other communications hereunder shall be in writing, shall be deemed to have been given when received or when sent by telex or facsimile, and shall be given to the following addresses (or such other addresses as to which notice is given): To Distributor: ALPS Distributors, Inc. 1290 Broadway, Suite 1100 Denver, Colorado 80203 Attn: Jeremy O. May, President Fax: (303) 623-7850 To S2K: 777 Third Avenue 28t h Floor New York, New York 10017 Attn: Steven Kantor

- 9 -

Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018





(b) Entire Agreement. This Agreement contains the entire agreement between the parties hereto concerning the transaction contemplated herein and supersedes all prior agreements or understandings between the parties hereto relating to the subject matter hereof. No oral representation, agreement or understanding made by any party hereto shall be valid or binding upon such party or any other party hereto. (c) Amendments. Except as otherwise provided herein, no provision of this Agreement may be amended other than by a writing signed by the Distributor and S2K. (d) Severability; Assignment. Each provision of this Agreement is intended to be severable. If any provision of this Agreement shall be held illegal or made invalid by court decision, statute, rule or otherwise, such illegality or invalidity shall not affect the validity or enforceability of the remainder of this Agreement. No party to this Agreement has the right to assign any of its rights or obligations hereunder, except as already set forth under this Agreement. (e) Headings. The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the size, extent or intent of this Agreement or any provision hereof. (f) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement. (g) Application of Law; Consent to Jurisdiction. This Agreement and the application and interpretation hereof shall be governed exclusively by the laws of the State of Colorado. The parties to this Agreement agree that any appropriate state or any Federal Court located in Denver, Colorado shall have exclusive jurisdiction of any case or controversy arising under or in connection with this Agreement and shall be a proper forum in which to adjudicate such case of controversy. The parties hereto consent to the jurisdiction of such courts. (Signature page follows)

- 10 -

Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018





IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Distributor ALPS DISTRIBUTORS, INC. By: Name: Steven B. Price Its: Senior Vice President and Director of Distribution Services S2K FINANCIAL LLC By: Name: Steven Kantor Its: Chief Executive Officer [Signature Page to Wholesale Marketing Agreement]

Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018





Exhibit A NorthStar Real Estate Capital Income Fund NorthStar Real Estate Capital Income Fund-T NorthStar Real Estate Capital Income Fund-ADV NorthStar Real Estate Capital Income Fund-C

Exhibit A

Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018





Exhibit B Fee Schedule At the direction of each Fund set forth in Exhibit A to this Agreement, ALPS or its designated agent will facilitate the payment of the applicable dealer reallowance fee to S2K (as a percentage of the offering price) in the amounts set forth in each such Fund's then-current Prospectus. Note: The following applies to all Funds set forth in Exhibit A to this Agreement with the exception of the NorthStar/Townsend Institutional Real Estate Fund Inc.: In no event will a Fund's aggregate selling commissions, dealer manager fees and distribution and servicing fees, if applicable, exceed 8.0% of the aggregate gross proceeds raised in the Fund's offering. Therefore, the Distributor's facilitation of the dealer reallowance payments set forth in each Fund's then-current Prospectus shall cease with respect to the applicable Fund as of the date such 8.0% threshold has been reached with respect to such Fund.

Exhibit B

Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018





Exhibit C Jurisdictions [List of jurisdictions where the Funds are registered for sale]

Exhibit C

Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

Output: In no event shall any party be responsible to the other for indirect, special or consequential damages.


Input: Consider Input: Exhibit (13)(c)

AMENDED AND RESTATED UNCONDITIONAL CAPITAL MAINTENANCE AGREEMENT BETWEEN AMERICAN INTERNATIONAL GROUP, INC. AND AMERICAN GENERAL LIFE INSURANCE COMPANY

This Amended and Restated Unconditional Capital Maintenance Agreement (this Agreement), is made, entered into and effective as of February 18, 2014, by and between American International Group, Inc., a corporation organized under the laws of the State of Delaware (AIG), and American General Life Insurance Company, a corporation organized under the laws of the Texas (the Company).

WITNESSETH:

WHEREAS, the Company is a life insurer subject to certain capital requirements of the insurance laws and regulations of Texas (the Domiciliary State);

WHEREAS, the Company is an indirect wholly owned subsidiary of AIG;

WHEREAS, AIG has an interest in unconditionally maintaining the Company's financial condition; and

WHEREAS, AIG and the Company executed that certain Unconditional Capital Maintenance Agreement, dated March 30, 2011 (as amended, the 2011 CMA), and the parties have agreed to amend and restate such 2011 CMA as provided in this Agreement:

NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows:

  1.   Capital Contributions. In the event that the Company's Total Adjusted Capital for each of the Company's first and third fiscal quarters (as determined based on the Company's first and third fiscal quarterly filed statutory financial statements, respectively, subject to any adjustments or modifications thereto required by the Domiciliary State's insurance department or the Company's independent auditors) falls below the Specified Minimum Percentage of the Company's projected Company Action Level RBC (in each case as estimated by the Company as of the end of each such first and third fiscal quarters, as the case may be, taking into account (for purposes of such estimation) facts and circumstances occurring after the end of such fiscal quarter but before such time as AIG would be obligated pursuant to paragraph 3 to make a contribution), AIG shall, within the respective time periods set forth under paragraph 3, in accordance with paragraph 4 and in compliance with applicable law, provide to the Company cash, cash equivalents, securities or other







      instruments that qualify (as admitted assets) for purposes of calculating the Company's Total Adjusted Capital, as a contribution and not as a loan, in an amount such that the Company's Total Adjusted Capital as of the end of each of the Company's second and fourth fiscal quarter, as the case may be, will be projected to be at least equal to the Specified Minimum Percentage of the Company's Company Action Level RBC. Notwithstanding the foregoing, AIG may, at any time as it deems necessary in its sole discretion and in compliance with applicable law, make a contribution to the Company in such amount as is required for the Company's Total Adjusted Capital to equal a percentage of its Company Action Level RBC determined to be appropriate by the Company and AIG.

  2.   Defined Terms. For the avoidance of doubt, the terms Total Adjusted Capital and Company Action Level RBC shall have the meanings ascribed thereto under the insurance laws and regulations of the Domiciliary State, or, if not defined therein, shall have the meanings ascribed thereto in the risk-based capital (RBC) instructions promulgated by the National Association of Insurance Commissioners (NAIC). The term Specified Minimum Percentage shall be equal to the percentage set forth on Schedule 1 attached hereto, which shall be agreed to by AIG and the Company at least once every year beginning upon the date of the filing of the Company's 2014 Annual Statement with the Domiciliary State's insurance department and following review against the capital adequacy standards and criteria (Agency Criteria) of each of Standard & Poor's Corp. (S&P), Moody's Investors Service (Moody's) and A.M. Best Company (A.M. Best). Notwithstanding the obligation of the Company and AIG to review the Specified Minimum Percentage on an annual basis, the parties hereto agree to review and revise the Specified Minimum Percentage on a more frequent basis, if the parties agree it is appropriate, to take into account (a) any material changes after the date hereof to any Agency Criteria adopted by any of S&P, Moody's or A.M. Best, on the one hand, or to the law of the Domiciliary State or NAIC RBC rules or instructions, on the other hand, which causes the results under the Agency Criteria to diverge from that under the law of the Domiciliary State or NAIC RBC rules or instructions, (b) the Company completes a material transaction that is treated materially differently by the Agency Criteria, on the one hand, and the NAIC RBC rules or instructions, on the other hand, or (c) any other material development or circumstance affecting the Company which AIG and the Company agree merits a reevaluation of the Specified Minimum Percentage then in effect.

  3.   Timing of Capital Contributions. The Company and AIG agree that any contribution to be made under paragraph 1 will take place within the following two time periods per year, as applicable: (a) during the time beginning on the first business day after the filing of the Company's first

2







      fiscal quarterly statutory financial statements and ending on the last business day prior to the end of the Company's second fiscal quarter; and (b) during the time beginning on the first business day after the filing of the Company's third fiscal quarterly statutory financial statements and ending on the last business day prior to the end of the Company's fourth fiscal quarter. Notwithstanding the foregoing, in compliance with applicable law, any capital contribution provided for under paragraph 1 may be made by AIG after the close of any fiscal quarter or fiscal year of the Company but prior to the filing by the Company of its statutory financial statements for such fiscal quarter or fiscal year, respectively, and contributions of this nature shall be recognized as capital contributions receivable as of the balance sheet date of the yet to be filed quarterly or annual financial statement (as the case may be), pursuant to paragraph 8 of Statement of Statutory Accounting Principles No. 72, to the extent approved by the Domiciliary State.

  4.   Funding Mechanics. At the time that any contribution is due under paragraph 3, AIG agrees that it will either (a) make such contribution to the Company's direct parent and cause such direct parent to then contribute such funds, securities or instruments so contributed by AIG to the Company, or (b) make such contribution directly to the Company without receiving any capital stock or other ownership interest in exchange therefor. All contributions contemplated under this Agreement shall be approved and made in compliance with applicable law, including, without limitation, approval by the board of directors of each applicable entity and any prior notice or approval requirements specified under applicable rules and regulations.

  5.   AIG Policies. Subject to the requirements of applicable law and the approval, to the extent required, by any or all of the Company's senior management, relevant management committees, board of directors, and of any insurance regulator, the Company hereby acknowledges that, in a manner consistent with past practice and any other reasonable requirements of AIG, it will comply with all financial and budgetary planning, risk mitigation, derisking or pricing, corporate governance, investment, informational and procedural requirements set forth by AIG.

  6.   No Failure to Claim. AIG hereby waives any failure or delay on the part of the Company in asserting or enforcing any of its rights or in making any claims or demands hereunder.

  7.   Termination. Unless earlier terminated in accordance with this paragraph 7, this Agreement shall continue indefinitely. AIG shall have the absolute right to terminate this Agreement upon thirty (30) days' prior written notice to the Company, which notice shall state the effective date of termination (the Termination Date); provided, however, that AIG agrees not to terminate this Agreement unless (a) AIG significantly modifies the

3







      corporate structure or ownership of the Company, or (b) AIG sells the Company to an acquirer, in each case, (i) having a rating from at least one of S&P, Moody's, A.M. Best or a substitute agency, which is a nationally recognized statistical rating organization, that is at least equal to the lower of (x) AIG's then-current rating from such agency or (y) the Company's then-current rating as supported by this Agreement from such agency; or (ii) such that, immediately on the effective date of the modification of corporate structure or sale by AIG of the Company, the Company's capitalization is consistent with the minimum capital adequacy standards and criteria of at least one of S&P, Moody's, A.M. Best or a substitute agency, which is a nationally recognized statistical rating organization, for a rating that is equal to or better than the Company's then-current rating on the date immediately preceding such modification of corporate structure or sale. To the extent not terminated previously by AIG pursuant to the foregoing, this Agreement will terminate automatically one year after the closing of any sale of the Company by AIG, and all provisions hereof will be of no further force and effect. For the avoidance of doubt, the termination of this Agreement pursuant to this paragraph 7 shall not relieve either party of any obligation it may owe to the other party hereunder that existed prior to, and remains outstanding as of, the Termination Date.

  8.   Policyholder Rights. Any policyholder holding a policy issued by the Company prior to the termination of this Agreement shall have the right to demand that the Company enforce the Company's rights under paragraphs 1, 3 and 4 of this Agreement, and, if the Company fails or refuses to take timely action to enforce such rights or the Company defaults in any claim or other payment owed to any such policyholder when due, such policyholder may proceed directly against AIG to enforce the Company's rights under paragraphs 1, 3 and 4 of this Agreement; provided, however, that no policyholder of the Company may take any action authorized under this paragraph 8 unless and until (a) such policyholder has given AIG written notice of its intent to enforce the terms of this Agreement as provided in this paragraph 8, which notice shall specify in reasonable detail the nature of and basis for the policyholder's complaint and (b) AIG has failed to comply with this Agreement within sixty (60) days after such notice is given; and, provided, further, that upon termination of this Agreement in accordance with paragraph 7 hereof, the rights of any policyholder as provided for under this paragraph 8 shall terminate effective as of the Termination Date, except with respect to the obligation of AIG (if any) to make capital contributions to the Company pursuant to paragraphs 1, 3 and 4 of this Agreement solely to the extent such obligation arose prior to, and remained unsatisfied as of, the Termination Date (it being understood that upon AIG's satisfaction of all such obligations after the Termination Date, no such policyholder shall have any rights against the Company or AIG, as the case may be, under this paragraph 8).

4







  9.   No Indebtedness; No Policyholder Recourse Against AIG. This Agreement is not, and nothing herein contained and nothing done pursuant hereto by AIG shall constitute or be construed or deemed to constitute, an evidence of indebtedness or an obligation or liability of AIG as guarantor, endorser, surety or otherwise in respect of any obligation, indebtedness or liability, of any kind whatsoever, of the Company. This Agreement does not provide, and is not intended to be construed or deemed to provide, any policyholder of the Company with recourse to or against any of the assets of AIG.

  10.   Notices. Any notice, instruction, request, consent, demand or other communication required or contemplated by this Agreement shall be in writing, shall be given or made or communicated by United States first class mail, addressed as follows:

If to AIG:

American International Group, Inc. 175 Water Street New York, New York 10038 Attention: Secretary

If to the Company:

American General Life Insurance Company

2919 Allen Parkway Houston, Texas 77019 Attention: Chief Financial Officer

with a copy (which shall not constitute notice) to:

American General Life Insurance Company c/o AIG Life and Retirement 1999 Avenue of the Stars, 27t h Floor Los Angeles, CA 90067 Attention: General Counsel

  11.   Successors. The covenants, representations, warranties and agreements herein set forth shall be mutually binding upon and inure to the mutual benefit of AIG and its successors and the Company and its successors.

  12.   Governing Law. This Agreement shall be governed by and construed in accordance with the laws of New York, without giving effect to the principles of conflict of laws.

5







  13.   Severability. If any provision of this Agreement shall be declared null, void or unenforceable in whole or in part by any court, arbitrator or governmental agency, said provision shall survive to the extent it is not so declared and all the other provisions of this Agreement shall remain in full force and effect unless, in each case, such declaration shall serve to deprive any of the parties hereto of the fundamental benefits of or rights under this Agreement.

  14.   Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussion, whether oral or written, of the parties. This Agreement may be amended at any time by written agreement or instrument signed by the parties hereto.

  15.   Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

  16.   Counterparts. This Agreement may be signed by the parties in one or more counterparts which together shall constitute one and the same agreement among the parties.

[signature page follows]

6







IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.           AMERICAN INTERNATIONAL GROUP, INC.               By:  /s/ Charles S. Shamieh

Name: Charles S. Shamieh       Title: Senior Vice President and Chief Corporate Actuary              AMERICAN GENERAL LIFE INSURANCE COMPANY               By:  /s/ Mary Jane Fortin

Name: Mary Jane Fortin       Title: Executive Vice President & Chief Financial Officer







SCHEDULE 1

The Specified Minimum Percentage shall equal 385% of the Company's Company Action Level RBC. 
Question: Highlight the parts (if any) of this contract related to Minimum Commitment that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?

Output: The term "Specified Minimum Percentage" shall be equal to the percentage set forth on Schedule 1 attached hereto, which shall be agreed to by AIG and the Company at least once every year beginning upon the date of the filing of the Company's 2014 Annual Statement with the Domiciliary State's insurance department and following review against the capital adequacy standards and criteria ("Agency Criteria") of each of Standard & Poor's Corp. ("S&P"), Moody's Investors Service ("Moody's") and A.M. Best Company ("A.M. Best").


Input: Consider Input: Exhibit 10.2   Portions of this Exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange  Commission. The omissions have been indicated by asterisks (*****), and the omitted text has been filed separately with the  Securities and Exchange Commission.      CONTENT LICENSE, MARKETING AND SALES AGREEMENT    This CONTENT LICENSE, MARKETING AND SALES AGREEMENT (the Agreement) is entered into and  effective as of January 15, 2008, (the Effective Date) by and between eFashion Solutions, LLC, a New Jersey limited liability  company having its principal place of business at 80 Enterprise Avenue South, Secaucus, NJ 07094 (EFS) and Playboy.com,  Inc., a Delaware corporation with offices at 680 North Lake Shore Drive, Chicago, IL 60611 (Client, which shall include  affiliates controlling, controlled by or under common control with Playboy.com, Inc.).    WHEREAS, Client is in the business of, inter alia, developing, marketing, promoting, distributing and selling branded and  unbranded merchandise via physical media, worldwide, via mail order catalogs (the Catalogs) where orders are taken via  multiple order channels including online, phone, fax and mail and via the Internet through its PLAYBOY-branded and BUNNY  SHOP-branded e-commerce websites as designated on Exhibit 1 (the Websites) (the Catalogs and Websites shall be  collectively referred to as the Playboy Commerce Business).    WHEREAS, the parties intend that EFS will operate under license from Client the Playboy Commerce Business,  including, but not limited to, the marketing, promotion and distribution of branded, unbranded and co-branded soft and hard  goods which include but are not limited to men's and women's apparel, home, lingerie, men's and women's accessories, jewelry,  books and DVD's and related products (collectively, Merchandise) via the Catalogs and the Websites (including other Micro- Sites (as defined in Section 1.1(d)(vii))).    NOW THEREFORE, in consideration of the promises contained herein, the receipt and sufficiency of which are hereby  acknowledged, the parties hereto each intending to be legally bound, agree as follows:    1. Operation of the Playboy Commerce Business     1.1. Obligations of EFS.    (a) Operations. EFS, at its sole cost and expense, shall be solely responsible for (i) developing, designing,  operating, maintaining and distributing the Catalogs; (ii) developing, designing, operating, maintaining and hosting the Websites; (iii)  except as otherwise set forth in this Agreement, the creation (except for that provided by Client) and use of all content to be  displayed in the Catalogs and on the Websites; and (iv) marketing and promotion of the Playboy Commerce Business. EFS shall  be permitted to display on the bottom of each page of the Websites Powered by eFashionSolutions which shall appear  substantially as set forth in Exhibit 2, attached hereto and hereby incorporated by reference.

1

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   (b) Fulfillment Services. EFS, at its sole cost and expense or (with respect to pass-through expenses such as  shipping, gift wrapping, etc.) at the consumer's expense, shall be solely responsible for conducting all business activities related to  the Playboy Commerce Business, including, but not limited to the following activities: (i) setting the price consumers will pay for  Merchandise offered through the Catalogs and Websites and for shipping thereof; (ii) processing all Catalog and Website orders  placed by consumers, including, but not limited to, all picking, packing, billing, shipping, gift wrapping and other value-added  services necessary to process orders from order placement to delivery, which shall be performed substantially as set forth in  Exhibit 3, attached hereto and hereby incorporated by reference (collectively, Fulfillment Services); (iii) providing pricing, billing  and financial clearinghouse services in connection with the Playboy Commerce Business; (iv) handling all customer service matters  (provided, however, that Client and EFS shall agree upon a hot transfer process whereby non-e-commerce-related customer  calls will be rerouted); (v) handling all financial transactions related to the Playboy Commerce Business, including, but not limited  to, establishing merchant accounts with a banking institution to be approved by Client; (vi) handling all aspects of procuring  Merchandise to be made available for sale through the Playboy Commerce Business, including, without limitation, all warehouse  and inventory maintenance and control; and (vii) except as otherwise set forth in this Agreement, handling all advertising,  promotion and marketing relating to the Playboy Commerce Business. Client acknowledges that the efficient and cost effective  fulfillment of orders on the Websites will require that third parties that provide Merchandise to EFS under a Playboy license  adhere to certain shipping and packaging guidelines provided by EFS, and which comply with Client's packaging guidelines as set  forth in Exhibit 3. Client agrees to provide reasonable assistance to EFS to enable EFS to have such third parties agree to abide  by the EFS guidelines.    (c) Client Approval. All aspects of the Websites and the Catalogs, including, but not limited to, their look and  feel (including as set forth in Section 1.1(d)(iii) below), use of the Playboy Marks (as defined in Section 7.2), functionality,  models to be used and all Merchandise sold therein, shall be subject to Client's prior written approval, which shall not be  unreasonably withheld. Further, EFS acknowledges that Client reserves the right to change the names of the PlayboyStore and  ShopTheBunny/BunnyShop Catalog and Websites to new Client brands and/or to add names to be used provided that Client  provides EFS with no less than six (6) months prior written notice. In the event that names are changed, except to the extent that  there is an extenuating reason for such name change, EFS shall be permitted to continue to use domain names then in use for  purposes of Micro Sites and/or forwarding domains (i.e., driving traffic to the new names).    (d) Websites    (i) Unless otherwise agreed by the parties and provided that this Agreement is executed not later than  January 15, 2008, EFS agrees that no later than March 1, 2008, both Websites shall launch and be fully operational, with the  exception of the gift wrapping which EFS shall make available as set forth in the time and action calendar (attached hereto as  Exhibit 12 and hereby incorporated by reference) and local billing (pursuant to Section 3.1, below), and EFS shall be ready to  perform all aspects of administration of the Website business, including, but not limited to, all Fulfillment Services. In furtherance of  this launch

2

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   date, EFS and Client shall perform all activities and deliver all deliverables in accordance with the time and action calendar. Client  acknowledges that if it is unable to perform any obligations within the time period agreed to in the time and action calendar that the  launch of the Websites may be delayed accordingly.    (ii) Client and EFS acknowledge that design and functionality of the Websites consistent with best  practices for e-commerce is critical to ensure the maximum sales performance of the Websites and to maintain the goodwill of  Client's customers. EFS will utilize best industry practices to maintain the shopping areas of the Websites in order to ensure that  such areas feature functionality that is deemed best practice in the e-commerce industry and is updated with all content and brand  imagery necessary to keep the shopping areas of the Websites up-to-date and fresh, in all instances maintaining the high level of  brand integrity of the PLAYBOY brand while focusing on customer experience. From time to time, Client will provide updated  photo and brand elements for purposes of utilization by EFS in Website design.    (iii) In addition to any guidelines provided by Client, EFS shall use and comply with any style guides  provided by Client to ensure consistency among retail channels (e.g., graphics, patterns, colors, logos, etc.), visual brand displays  and seasonal color palettes. EFS shall maintain the shopping areas of the Websites consistent with the style guides (as modified for  e-commerce) to maximize sales, brand appearance and marketability. Client will provide new brand and content assets from time- to-time along with updated style guides in both digital and hard copies, and EFS will update the Websites and future Catalogs  accordingly within a commercially reasonable time following receipt. As of the Effective Date hereof, updated style guides are  provided twice per year. EFS will have not less than six (6) months advance notice of upcoming new style guides.    (iv) EFS will host all content displayed on the Websites on an EFS-hosted server provided by EFS at its  sole cost and expense. EFS may at its election use a reputable third party hosting service to host the Websites; provided,  however, that EFS shall nevertheless be responsible for ensuring the availability of the Websites as set forth in this Agreement.  EFS shall provide as required all updates of content on the Websites, including enhancements, modifications and additions thereto.   (v) EFS agrees to at all times during the Term use its best efforts to market the Websites no less diligently  than it does other online properties managed by EFS on behalf of third parties (including without limitation, maintaining best  practice functionality, search engine optimization tactics, utilizing customer acquisition and retention campaigns, etc.).    (vi) EFS shall take all reasonable measures to ensure the performance of each of the Websites, including,  at a minimum, availability at least ninety-nine and one-half percent (99.5%) of the time per month as averaged over any one (1)  month period, excepting scheduled maintenance or a Force Majeure Event (as defined in Section 14.7).    (vii) Subject to the prior, written approval of Client, which shall not be unreasonably withheld, EFS shall  have the right at its sole cost and expense to design and launch as many micro- and sub-domain websites as EFS deems  appropriate in order to take full

3

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   advantage of online marketing channels (collectively, Micro Sites); provided, however, that all such Micro Sites shall be  designed and maintained consistent with the terms of this Agreement. At a minimum, EFS agrees to launch a version of the  PlayboyStore.com Website, which does not contain products or content containing nudity, marital aid or massager Merchandise,  within forty-five (45) days following launch of the PlayboyStore.com Website.     (viii) Front-End Platform. In the event that EFS chooses to use the Demandware, Inc. (Demandware)  front-end platform software and services for the Websites, EFS shall enter into a separate agreement directly with Demandware;  provided, however, that the terms of any such agreement must be approved by Client in advance in writing.    (e) Catalogs    (i) EFS agrees that (A) the first issue of each of the Catalogs shall be sent to consumers by March 15,  2008; and (B) no later than March 1, 2008, EFS shall be ready to perform all aspects of administration of the Catalog business,  including, but not limited to, all Fulfillment Services.    (ii) EFS shall provide a copy of each Catalog to Client for review and approval not less than five (5)  business days prior to printing. EFS shall promptly make any changes to the Catalog as may be reasonably requested by Client.  No Catalog shall be sent to printing without the written approval of Client, which shall not be unreasonably withheld.    (f) Models and Photography. EFS agrees that all female models depicted in or in connection with the Playboy  Commerce Business shall be approved by Client and shall be Playmates (or other Playboy models, including, but not limited The  Girls Next Door) as requested by the Client unless otherwise mutually agreed in advance in writing by the parties. In addition,  EFS agrees to shoot major photography in connection with the Playboy Commerce Business in Los Angeles and in coordination  with Client, as requested by Client and in line with current and past practices (taking into account changes in Client's Catalog- related strategy) with respect to process, cost and frequency. EFS shall be responsible for all costs and expenses in connection  with such photography, including, but not limited to, payments to models and photographers, based upon an estimated schedule of  costs attached as Exhibit 4. EFS shall secure model and photographer releases in a form provided by Client and shall provide all  content created under this Section 1.1(f) to Client within thirty (30) days of creation. All such photographs shall be deemed  Playboy Content for purposes of this Agreement, for which EFS shall have a license to use during the Term solely in connection  with the Playboy Commerce Business and as is necessary to promote the Websites. During the Term, Client shall not be  permitted to sell or otherwise provide such photographs to third party retailers (except for those retailers operating under the  PLAYBOY brand) or Licensees (as defined in Section 2.4), without the prior written approval of EFS.     (i) Client shall own all content produced pursuant to Section 1.1(f) (whether or not actually used), and  EFS hereby assigns to Client all right, title and interest, including all rights in copyright, in and to the photographs and materials,  and agrees to cooperate with all reasonable requests by Client, and take all reasonable actions, to effect or perfect such  assignment. EFS hereby provides Client with an irrevocable power of attorney appointing Client as its irrevocable attorney-in-fact  coupled with an interest to execute all such assignments on

4

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   behalf of EFS in the event that EFS fails to do so within thirty (30) days following written request by Client. Client hereby grants  to EFS a limited and perpetual right and license to use such photographs and materials for research and forecasting purposes,  including, but not limited to, combining the same with reports and analytics concerning the performance of the Websites, providing  information to strategic partners to better define consumer purchasing habits, and for trend forecasting and planning purposes. In  addition, during the Term, EFS may use such photographs and materials to provide information to Client Licensees to better  define consumer purchasing habits, refine the design and performance of the Websites and EFS Portals on which the Merchandise  is sold in connection with any EFS Analysis (as defined below), and for marketing and planning purposes. For the avoidance of  doubt, no information provided to third parties under this Section 1.1(i) shall: (i) specifically or by inference identify or in any way  reference Client; (ii) disclose any proprietary information of Client; or (iii) disclose any personally identifiable information of or  otherwise identify any consumer of the Websites or the Catalogs.     (g) Compliance with Guidelines. EFS shall at all times comply with the provisions and limitations set forth in  Client's editorial and advertising guidelines, which are attached hereto as Exhibit 5 and hereby incorporated by reference, as the  same may be amended from time to time at Client's sole discretion, effective upon fifteen (15) business days prior written notice  to EFS (the Guidelines).    (h) Compliance with Laws. Throughout the Term, EFS shall be solely responsible for knowledge of and  compliance with all applicable international, federal, state and local laws, rules, regulations, ordinances, industry guidelines and  similar restrictions (collectively, Laws) in connection with operation of the Playboy Commerce Business. EFS shall be  responsible for monitoring such Laws and taking any actions necessary to keep compliant all aspects of the Playboy Commerce  Business, including, but not limited to, the Privacy Policy (as defined in Section 5.1(a)), as well as best practices relating to Direct  Marketing Association (DMA) Guidelines (as they relate to the DMA Privacy Promise, pander files, etc.).     (i) Product Placement. At no additional cost to Client, EFS will provide preferential placement in the Catalogs  and/or on the Websites, as requested by Client, for certain Merchandise from time-to-time, e.g. apparel, magazines, books,  DVD's, etc. or marketing campaigns that tie to events and initiatives of Client and its affiliates, consistent with Client's past  practices in the prior placement of such items in the Catalogs and/or on the Websites.    (j) Staffing/Retention of Client Employees. EFS agrees to staff the Playboy Commerce Business sufficiently to  operate and grow the Playboy Commerce Business. An initial organizational chart approved by both parties is attached as Exhibit  6, attached hereto and hereby incorporated by reference. EFS agrees to employ certain individuals who are currently employed  by the Client (names, titles and current salaries are listed in Exhibit 6), the hiring of whom shall be complete no later than March 1,  2008. Client shall coordinate with EFS regarding the termination of these employees and their subsequent hire by EFS. Each of  the hired employees shall be required to comply with all policies and procedures of EFS which are generally applicable to its  employees; provided however that levels of seniority and tenure of hired employees (as they relate to vacation time, etc.) will  carry over to EFS. Client shall have

5

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   input and approval rights regarding the hiring of key positions in connection with the Playboy Commerce Business, including  replacement personnel, which approval shall not be unreasonably withheld. EFS agrees that ***** primary responsibilities will  continue to be the Playboy Commerce Business.    (k) Keywords. EFS may use Playboy Marks as keyword-targeted advertising on any portal, search engine or  other website; provided, however that such use is directly related to the Merchandise available on the Playboy Commerce  Business or the promotion of the Websites. Any use of Playboy Marks as keywords not directly related to Merchandise shall be  subject to Client's prior written approval.     (l) Service Model Option. Client shall have the right upon not less than six (6) months prior written notice to  request that, at any time as of the third anniversary of the Effective Date, EFS provide its services to Client via a service model,  in which case, upon effective date of transition to a service model, EFS will no longer be a licensee but rather a vendor. In such  transition to a service model, the parties will work in good faith to establish a reasonably equivalent economic benefit for EFS  (adjusting for operational responsibilities and economic risk being transferred to Client). The parties agree that Client will not be  charged a higher fee than what is being made available by EFS to its other Clients for similar services. The terms of such  arrangement will allow for Client to recognize the top-line revenues from the Playboy Commerce Business as well as assume  responsibility for various operations of the business as determined by Client, with the remaining services to be provided by EFS.  In such event, EFS shall provide Client with all best practice services and tools that are provided to EFS' largest clients. The  parties further agree that in the event Client elects to receive services hereunder via the service model, during the transition to the  service model, the operation of the Websites will remain on the EFS core technology platform.     (m) Insurance. EFS shall maintain at all times during the Term of this Agreement insurance as provided below and  shall name Client, its parent company, subsidiaries and affiliated entities and their respective officers, directors, shareholders,  agents and employees as additional insureds to the extent of indemnity provided herein under its liability policies as follows:     (i) Commercial general liability insurance including premises/operations, broad form property damage,  independent contractors, and contractual liability covering EFS' obligations hereunder for bodily injury and property damage, with  a combined single limit of not less than $1,000,000 each occurrence and $6,000,000 umbrella coverage;     (ii) Workers' compensation insurance in statutory amounts covering EFS and its employees; and     (iii) Errors and omissions insurance, and employer's liability insurance in an amount not less than  $1,000,000 per accident/disease.     (iv) All insurance required above shall be carried with insurance companies licensed to do business in the  state(s) where operations are maintained with a rating

6

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   of no less than A-. EFS shall deliver to Client, upon execution of the Agreement, certificates of insurance as evidence of the  required coverages. EFS agrees that these policies shall not be canceled or materially changed without at least thirty (30) days'  prior written notice to Client. Such notice shall include written confirmation and details of replacement insurance coverages and  other material revisions to the policies, which shall be effective immediately upon any cancellation or material change in EFS'  policies in order that no gap in coverage results.     1.2. Obligations of Client.    (a) Client will provide instructions and specifications for linking to the Licensed Domain Names (as defined in  Section 7.3) from the EFS-hosted server.    (b) Client will provide image and descriptive content, the selection of which shall be at Client' discretion, related  to the Client Inventory (as defined in Section 2.2) as may be in Client's possession, subject to rights availability and the license  grant contained in Section 7.1 (collectively, the Playboy Content), for use by EFS in connection with the Playboy Commerce  Business. Client shall use commercially reasonable efforts to ensure that all digital images provided to EFS conform to the file  format and size requirements specified by EFS. Client will use commercially reasonable efforts to provide EFS with at least six (6)  months notice prior to providing any new brand imagery, brand elements or style guides, and EFS will prepare a time and action  calendar for the updating of respective sections of the Websites and/or Catalogs.    (c) Client shall be solely responsible for the design and maintenance of www.playboy.com (the Playboy Site).  Client agrees to place a persistent shopping button on the main navigation bar of the Playboy Site (with Shop Playboy or such  other wording as may be mutually agreed upon by the parties), and Client further agrees that the shopping button will be located  on the main navigation bar of all sub pages. Client will also promote the Playboy Commerce Business with calls to action in its  rotation of house ads throughout the Playboy Site (the placement of which to be determined by Client in its sole reasonable  discretion, taking into account conversion rates and click-through success), with creative to be provided by EFS and approved by  Client. EFS acknowledges that the Playboy Site is currently undergoing a redesign. The parties will work together in good faith to  provide additional promotion on the Playboy Site of the Playboy Commerce Business, which shall fit within context of the new  design of the Playboy Site. Notwithstanding the foregoing, Client agrees that the shopping button directing customers to the  Websites will continue to be located on the main navigation bar appearing above the fold on the Playboy Site and all sub pages.  Client and EFS will work together in good faith to provide additional promotion of the Websites licensed by EFS.    2. Merchandise.     2.1. Merchandise Assortment.     (a) The Merchandise mix shall be determined by EFS in its reasonable discretion in operating the business with  input and collaboration from Client, provided that EFS agrees it will merchandise individual items as directed by Client based on  factors such as alignment with Client's retail stores (for Bunny Shop only) or for new Client media initiatives (e.g., a new book,  special edition of PLAYBOY Magazine, etc.) with unit decisions made by

7

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   EFS in its reasonable discretion. The parties agree that there will be regular merchandising meetings between the parties to discuss  sales performance, fashion, brand and retail trends, and initiatives. It is contemplated that such meetings shall take place no less  than once per month during the first year of the Term and then no less than quarterly thereafter.     (b) The parties agree that the Merchandise mix as of the Effective Date for each of the Websites and Catalogs is  an approved baseline of categories and the general mix of Merchandise and that there will be no material deviations from such mix  without the mutual agreement of Client and EFS, provided however that (i) EFS shall use commercially reasonable efforts to work  with Client to align the merchandising of the Bunny Shop with that of Client's retail stores and (ii) EFS shall collaborate with Client  to reduce the amount of unbranded (i.e., non-Playboy branded) apparel from its current levels (currently ***** of all apparel and  ***** of the total Merchandise mix), which shall in no event comprise more than ***** of EFS' total Merchandise mix. For the  avoidance of doubt, Merchandise shall not include ticket sales to Client-sponsored or other events. For purposes of this  Agreement, the term branded Merchandise shall refer to Merchandise which contains or references any of the Playboy Marks  or is otherwise branded or labeled with a Playboy Mark, and the term unbranded Merchandise shall refer to Merchandise  which does not contain or make reference to any of the Playboy Marks.     (c) Notwithstanding the provisions of this Section 2.1, if Client determines in its sole discretion that certain  Merchandise must be removed or altered for legal reasons, EFS shall promptly take such action required by Client. If Client  requests that EFS change or discontinue any Merchandise for reasons other than legal, Client will provide EFS with sufficient  notice and a reasonable sell-off period to minimize any disruption to the Playboy Commerce Business and EFS shall comply. In  the event that the Merchandise required to be removed is a current item being sold and such removal results in an actual material  impact on revenues or Merchandise Gross Margin as demonstrated by EFS, EFS and Client will work together to agree on an  equitable adjustment to the Minimum Royalty.     2.2. Purchase and Use of Existing Inventory. EFS will purchase from Client all existing product inventory of Merchandise  held by or on behalf of Client in connection with the Playboy Commerce Business, including, but not limited to, back issues of  PLAYBOY Magazine held by Client as of forty-five (45) days after as of the Effective Date hereof, as determined by Client  (collectively, the Client Inventory), as set forth in Section 6.6. During the Term, Client Inventory supplied to EFS shall be sold  by EFS solely through the Playboy Commerce Business.     2.3. Transition Period. In addition, prior to launch of the Websites, Client (in collaboration with EFS) shall purchase new  and replenishment Merchandise on behalf of EFS for March 1, 2008 orders, with such Merchandise to be shipped to EFS  directly. For such orders, EFS shall pay the vendor in full, with such payments to be made directly to each vendor in accordance  with such vendor's payment terms, and therefore, the Merchandise purchased in connection with March 1, 2008 orders shall not  be subject to the discount for Client Inventory set forth in Section 6.6.     2.4. Licensees. Client shall notify each of its Licensees (as defined below) of the provisions of this Agreement relating to  the sale and provision of Merchandise to EFS. EFS

8

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   shall be permitted to deal directly with and purchase Merchandise directly from those third parties licensed by Client to produce  products under the PLAYBOY brand (Licensees). EFS shall be free to negotiate directly with Licensees, and Client will use  commercially reasonable efforts to assist EFS in securing favorable terms on pricing and service levels. EFS acknowledges,  however, that Client cannot guarantee that EFS will secure such favorable terms. EFS shall enter into separate agreements with all  Licensees and any such agreements shall supersede any agreement between Client and such Licensee solely with respect to EFS'  relationship with such Licensee, as approved by Client.     2.5. International Sales. For a period of one (1) year after launch of the Websites, EFS shall be permitted to fulfill orders  placed by customers in the UK and Australia *****; provided, however that: (a) EFS is solely responsible for the collection and  remittance of all regulations, tariffs, VAT and any other taxes or charges; and (b) during this period, EFS may not sell or otherwise  ship EFS Produced Merchandise apparel. During the foregoing one (1) year period (the US Shipping Period), EFS shall be  permitted to initiate negotiations for the terms of purchase of Merchandise from local Licensees in the territories. In the event that  EFS has not entered into meaningful negotiations with any Licensee within three (3) months following the end of the US Shipping  Period, or if negotiations do not result in an actual agreement within six (6) months following the end of the US Shipping Period,  then Client may remove such market(s) from the Territory (as defined in Section 3.4) in its sole discretion.     2.6. Manufacture of Merchandise.     (a) Subject to provisions in existing agreements as disclosed herein on Exhibit 7, which shall be updated from  time-to-time, Client's prior written consent and the Licensees' right of first refusal as set forth below, EFS shall be permitted to  design and manufacture, or arrange for third parties (which have been approved by Client in advance in writing, said approval not  to be unreasonably withheld) to manufacture on its behalf, products branded with the Playboy Marks to be sold on the Websites  and/or through the Catalogs (EFS Produced Merchandise). EFS agrees that it shall approach Licensees regarding any planned  EFS Produced Merchandise and give such Licensees a seven (7) day right of first refusal with respect to the design and  manufacture thereof, whereby EFS may set forth commercially reasonable requirements with respect to pricing, delivery and  product specifications. If such Licensee is unwilling or unable to comply with EFS' request, EFS shall be free to proceed with the  manufacturing of EFS Produced Merchandise as set forth in this Section 2.6. *****     (b) In EFS' discretion, EFS Produced Merchandise may be created in any product categories where there is no  exclusivity conflict with a Client Licensee, as set forth in Exhibit 7.     (c) Subject to Sections 2.6(a) and (b), EFS may subcontract the manufacture of EFS Produced Merchandise,  provided: (i) EFS notifies Client in advance of any intended supplier/subcontractor and obtains Client's prior written approval of  such supplier/subcontractor, which shall not be unreasonably withheld; (ii) EFS obtains from each such supplier/subcontractor an  executed written agreement in the form substantially identical to that attached hereto and made a part hereof as Exhibit 8; and (iii)  furnishes a copy of each such executed agreement to Client. EFS shall abide by, and shall ensure that any third-party

9

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   supplier/subcontractor it uses to design and/or manufacture any EFS Produced Merchandise abides by any design, manufacturing  and other guidelines of Client. At the end of each Year of the Term hereof and at any other time so requested by Client during the  Term, EFS shall provide Client with an updated list of the names and addresses of all manufacturing sources, subcontractors,  suppliers and others which have been engaged in the design and/or manufacture of EFS Produced Merchandise.     (d) EFS understands and agrees that any and all EFS Produced Merchandise and any other items bearing the  Playboy Marks or intended for use in connection with the EFS Produced Merchandise must be approved in accordance with the  approval process as set forth in Exhibit 9, attached hereto and hereby incorporated by reference. In the event Client fails to  provide its approval or disapproval of any or all things submitted to Client pursuant to this Section 2.6(d) within fourteen (14)  days of Client's receipt thereof, EFS may send written notice to Client advising no response was received. If Client does not  respond within five (5) days of Client's receipt thereof, then Client shall be deemed to have given disapproval.     2.7. Co-branding. EFS shall have the right to co-brand or co-market certain Merchandise, combining a Playboy Mark  with other current EFS clients, subject to Client's approval at Client's sole discretion as to the co-brand partner, the Merchandise  that will be co-branded and the appearance of the branding on the Merchandise. Any co-branding with non-EFS clients will be  subject to prior written approval by Client on a case by case basis. The parties agree that the co-branding or co-marketing of any  Merchandise shall be subject to a separate agreement to be negotiated between the parties, including provisions regarding the  royalties to be paid to Client for such Merchandise and any approval process to be followed.     2.8. Shopping Portal. EFS shall be permitted to sell Merchandise on EFS owned and operated shopping portal websites  (EFS Portals) subject in all respects to the standards, approvals and requirements applicable to the sale of Merchandise on the  Websites and provided that integration with third party brands and products is acceptable to Client, approval not to be  unreasonably withheld. EFS agrees that it will use the merchandising presence on the EFS Portals to also market the Websites in  order to drive additional customer acquisition.     2.9. Mass-Customized Merchandise. Client agrees that mass-customized Merchandise (i.e., Merchandise allowing  consumers to choose customizable options, including, but not limited to, color) shall be available for sale on the Websites and/or  through the Catalogs, such that customers may select and order pre-configured semi-customized Merchandise based upon  specifications that shall be agreed upon in advance by Client and EFS. EFS shall be responsible for fulfilling orders of all semi- customized Merchandise, including fulfilling any build-to-order or special features requested by the customer, as permitted during  the order process.     2.10. Exclusive Merchandise. Subject to Client's prior written approval in each case, EFS shall have the right to work  with Client's manufacturers for the production of Merchandise that will be designed and offered for sale exclusively via the  Playboy Commerce Business.     2.11. Merchandise. All EFS Produced Merchandise, co-branded Merchandise, mass-customized Merchandise,  exclusive Merchandise and Client Inventory shall be deemed Merchandise for purposes of the calculation of Royalties (defined  below) to be paid by EFS.

10

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   2.12. Merchandise Supplied to Client and Employees. EFS agrees to make Merchandise available to Client for Client's  own use, such as for events, photo shoots, gifts, etc. ***** when at least two (2) weeks' notice is provided, and ***** when  less than two (2) weeks' notice is provided. In addition, employees of Client and EFS shall be permitted to purchase  Merchandise through the Playboy Commerce Business and shall receive a ***** discount on posted prices. Further, EFS  acknowledges that Client may offer discounts of up to ***** to Client's premium customers at Client's discretion as part of a  loyalty program or other promotional incentive, and EFS shall honor such discounts.      2.13. Product Quality. EFS hereby warrants and agrees that: (a) the Merchandise designed, manufactured, advertised,  promoted, sold or distributed under this Agreement shall meet the high standards of quality, workmanship, material, design, size,  color and style established by Client from time to time and in accordance with the terms and conditions of this Agreement,  provided that EFS can rely on the approvals granted by Client pursuant to Section 2.6; (b) EFS will not knowingly or negligently  cause or authorize any or all of the Merchandise not conforming to this Agreement to be sold or distributed, as doing so may  adversely affect Client's goodwill in the Playboy Marks; and (c) any such non-conforming Merchandise shall be destroyed at  EFS' expense. All of the Merchandise shall conform to and comply with, in all respects, all Laws governing the design, quality,  labeling and safety of such Merchandise and shall not violate the rights of any third parties. EFS shall not cause, condone or  authorize: (x) the use of any substandard or offensive materials in or in connection with any of the Merchandise; (y) any violation  of any Law, including, but not limited to, provisions thereof imposing advertising standards or requiring trade or content  description of the Merchandise; or (z) the use of any Playboy Mark or any other word, device or symbol associated in any way  with any or all of Client and its subsidiaries and affiliates in connection with any product or activity that is not the subject of this  Agreement.     3. Territory.    3.1. International Sales. Upon the launch of Websites, the exclusive territory for the Websites will include the USA,  Canada, UK and Australia (collectively, the Website Territory). For any market that is included in the initial Website Territory  or is added later, EFS agrees to (a) actively market, including, but not limited to, via SEO (optimizing the Websites and creating  custom pages to maximize search engine optimization in local markets), search engine marketing and affiliate marketing, (b)  provide local billing and customized Websites for local audiences, vis a vis language and targeted merchandising, and (c) provide  competitive and timely fulfillment. Client agrees to register and maintain the applicable domain name extensions in each such  market, including .ca, .au, .com, and .uk for the Websites; provided that such domain names are available. Client acknowledges  that the functionality for local billing will not be deployed by March 1, 2008, but will be deployed for the UK and Australia not  later than ninety (90) days following launch of the Websites.    3.2. Pilot Program. Client agrees that within six (6) months of the launch of the Websites, Client and EFS will use  commercially reasonable efforts to collaborate on a strategy for an international expansion of the customer base for the Websites  beyond the established Website Territory and to identify up to two (2) markets for a pilot test to actively market. If the test is  successful as determined by Client in its reasonable discretion, these markets will be added

11

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   to the Territory under the terms of the Agreement.    3.3. Continuation of Current Online Business. Client agrees that, barring cultural sensitivities, or regulatory or legal  circumstances, EFS shall be permitted to continue operating the Websites to fulfill international online business as is currently being  conducted.    3.4. Catalog Territory. Upon the launch of the Catalogs, the exclusive territory for the Catalog will include the USA and  Canada (Catalog Territory). The Website Territory and the Catalog Territory shall be collectively referred to as the Territory.  The parties agree that the Catalog Territory is the initial territory for the Catalogs and, within a reasonable time period after the  launch of the Websites, to discuss and agree upon the strategy for the distribution of the Catalogs throughout the Website  Territory. In the event that if within one (1) year of launch of the Websites, EFS has not begun distribution of the Catalogs in the  UK or Australia, Client may, in its sole discretion: (a) rescind EFS' right to pursue such distribution; and (b) either by itself or  through third parties, effect Catalog distribution in those countries; provided that in either case, EFS shall perform all order  fulfillment in connection therewith in accordance with the terms and conditions of this Agreement and provided the parties can  reach agreement on the financial terms associated with such services.    3.5. Pre-Existing Domestic and International Partners. EFS understands that Client has pre-existing agreements  internationally and domestically (e.g., product Licensees, retail store partners, location-based entertainment venues and media  partners). EFS agrees that it will work in good faith with such Client partners to identify areas of cross promotion and other  synergies.     3.6. International Products. EFS understands that certain markets will have their own product Licensees, and EFS will  comply fully with all restrictions (including, but not limited to, with respect to regulatory and brand issues) and exclusive  arrangements for all markets. Given that there may be different product margins in such territories, the associated Royalty will be  computed separately for international markets (pursuant to Section 6.1(c)), as necessary.     4. Advertising Commitments.    4.1. Catalog Budget. EFS will commit to an annual Catalog budget equal to or greater than *****, which represents  ***** of the actual amount spent by Client on the Catalogs for 2007. In addition, EFS shall use commercially reasonable efforts  to achieve a target in 2008 of not less than ***** of 2007 Catalog circulated pages. It is EFS' intent to maximize both Website  and Catalog sales, and the parties agree that they will collaborate during the Term to define the budget and sales matrix to  maximize sales in both channels to bring the greatest overall sales growth. EFS shall have the right to decrease the Catalog budget  below the ***** minimum only if EFS can demonstrate that online marketing activities yield a higher return-on-investment and  provided all such reduced dollars are then reinvested in online marketing spend over and above the minimum online marketing  commitment described in Section 4.2, below.

12

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   4.2. Online Marketing Budget. EFS understands and acknowledges that agreement to an online marketing plan is critical  to the success of the Playboy Commerce Business. Accordingly, EFS agrees it will spend annually a minimum of ***** of Net  Website Sales (as defined below) on online marketing (Online Marketing Budget). Net Website Sales shall mean total  Merchandise sales derived through the Websites via any order channel less applicable, actual Merchandise returns, if any, during  the applicable period. In the event such online marketing yields a ***** return or more on spend at an average gross margin  return on advertising of *****, then EFS will increase the Online Marketing Budget as it deems appropriate to maximize sales of  Merchandise. The Online Marketing Budget will be used by the EFS marketing team to promote the PLAYBOY and BUNNY  SHOP brands online, drive traffic to and sales on the Websites, purchase search engine placement, drive affiliate sales and to  participate in other online marketing initiatives. In addition, EFS commits to continuous SEO efforts during the Term to maximize  discovery of, and algorithmic search results for, the Websites.    4.3. Corporate Marketing Commitments. Client agrees that the following marketing activities shall be performed:    (a) Client and EFS shall jointly issue a press release following the execution of this Agreement announcing  Client's selection of EFS as its end-to-end ecommerce services and platform provider for the Websites; which release shall be  subject to Client's final approval not to be unreasonably withheld;    (b) Subject to confidentiality obligations hereunder, EFS may prepare and distribute a case study upon launching  the Websites with respect to the business arrangement between EFS and Client, subject to Client's prior written approval not to  be unreasonably withheld;    (c) Subject to confidentiality obligations hereunder, EFS may to prepare and distribute a second case study  within three (3) to six (6) months of the launch of the Websites detailing the return on investment resulting from the business  relationship between Client and EFS, subject to Client's prior written approval not to be unreasonably withheld;     (d) Client shall provide a reasonable and appropriate reference on behalf of EFS to EFS customers and potential  customers contingent upon EFS' successful implementation of services hereunder;    (e) Client shall provide reasonable press and investment analyst (in the event that EFS becomes a publicly traded  company) support for articles, interviews, and other public relations activities relating to the relationship between EFS and Client.    (f) EFS may not issue any press release or make any public statement concerning the subject matter of this  Agreement or the parties' relationship without Client's prior review and written approval, which shall not be unreasonably  withheld. EFS agrees to promptly make any changes reasonably requested by Client to any public announcement, statement or  use of Client's name and/or intellectual property prior to any public release.

13

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   4.4. Third Party Advertising. Client grants EFS the right to: (a) sell and place on the Websites promotional banner  advertisements (the frequency, placement and volume of which to be mutually agreed upon by the parties) that advertise and  market third party products and services that do not compete with Client's products or services and comply with Client's  advertising guidelines (Advertisements), provided that such advertising efforts are mutual (i.e., equivalent promotion of Client  and its affiliates on third party websites) and are executed in a manner that minimizes adverse impact on sales; and (b) send emails  containing Advertisements to customers who specifically opt in to receive email notifications from EFS and Client. All  Advertisements on the Websites and emails to Playboy Commerce Business customers will require the prior written consent of  Client (which will not be unreasonably withheld or delayed). EFS shall provide quarterly reports detailing page exits, abandonment  rates and overall Website conversion rates. If Client determines based upon such reports that any such advertising is adversely  impacting Website conversions, EFS will, at Client's direction, cease placing Advertisements on the Websites and/or sending third  party Advertisement emails. Client shall be entitled to receive an Advertising Fee in connection with the sale of Advertisements as  set forth in Section 6.4.    (a) EFS shall be responsible for maintaining the Advertisements on the Websites. EFS shall ensure that the  Advertisements do not violate any Law or right of any third party or otherwise contain content reasonably likely to diminish the  value of Client's brand or detract from the goodwill of the Client. Upon written request of Client, EFS shall discontinue or modify  any Advertisement that in the reasonable opinion of Client is not appropriate for the Client brand or is competitive with Client  business.    4.5. Promotion of Client Partners. At no additional cost to Client, EFS will continuously and prominently promote  Client's related businesses on the Websites and in emails to customers confirming orders, including without limitation PLAYBOY- branded online, publishing and television properties, or such other businesses as Client may request from time to time; provided,  however, that in the event any such promotional activities interfere with or diminish sales on a Website, as demonstrated by EFS  to Client's reasonable satisfaction, EFS shall be permitted to reduce or restructure such promotions as reasonably necessary to  improve sales on the applicable Website. EFS shall be responsible for determining the timing, frequency and scope of all such  promotional activities with input from Client. Creative shall be provided by Client at Client's expense. Where there is traceable  resulting commerce from the above activities, EFS will be entitled to Client's then current standard bounties or affiliate fees.    4.6. Catalog Inserts & Packaging Onserts. At Client's cost for materials (but excluding costs for labor or other EFS  charges), EFS agrees to include up to two (2) inserts per month in each of the Catalogs and up to two (2) onserts per month in all  outgoing Merchandise packaging, promoting Client products and services and/or those of Client's affiliates, Licensees or  sponsors. Client shall be responsible for all creative and printing costs associated with such inserts and onserts. EFS may include  onserts in product packaging but only with the prior written approval of Client, not to be unreasonably withheld.    5. User Agreements and Data.

14

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   5.1. Terms of Use & Privacy Policy.    (a) EFS shall prominently display, as is customary in the industry, and implement a terms of use policy (TOU)  on the Websites, which shall comply with all applicable Laws and which at a minimum prohibits orders from any customer under  eighteen (18) years of age (or the applicable age of majority in the jurisdiction in which the customer resides) and explains EFS'  purchasing and return policies. EFS shall implement a privacy policy (Privacy Policy) applicable to users of the Websites and  the Catalogs that is no less protective of user privacy than is required under the Laws of or otherwise applicable to the Territory.  Such Privacy Policy shall be prominently displayed, as is customary in the industry, within the Websites and the Catalogs and be  easily accessible to users. EFS shall not take any action, and shall not operate the Websites or the Catalogs, in contravention of  such Privacy Policy or of any applicable Law, including, but not limited to, data protection provisions imposed by the United  Sates, the European Union or the other countries of the Territory and other applicable Laws.     (b) Client shall have the right to review the TOU and Privacy Policy, to require reasonable changes thereto  (subject to applicable Laws), and to request certification from EFS that it is complying with this Section 5.1. All such requests  shall be promptly met.     5.2. Information on Usage and Users. EFS shall be solely responsible for and shall ensure the security of all customer  data collected in connection with the Playboy Commerce Business, including, but not limited to, personally identifiable information  and transaction information (collectively, the User Data). Client and EFS shall jointly own and have rights to all User Data  collected hereunder provided, however, that EFS shall only use the User Data in strict accordance with the Privacy Policy and,  subject to the remainder of this Section 5, solely in connection with the Playboy Commerce Business. EFS shall gather, retain in its  records, and take all necessary measures (which may include disclosure in the Privacy Policy and/or an opt-in mechanism) in  order to provide such User Data to Client, as well as information on usage and viewing of the Websites and such additional  information as Client may reasonably request. EFS warrants that it has implemented and will maintain during the Term of this  Agreement an information security program that is reasonably designed to: (a) ensure the security, integrity and confidentiality of  User Data collected hereunder; (b) protect against anticipated threats or hazards to the security or integrity of User Data; and (c)  protect against unauthorized access to or use of User Data. EFS agrees that included in EFS' information security program are  policies and administrative and technical measures specifically prohibiting and preventing the placement of User Data in or on any  form of mobile media (e.g., CD's or flash drives and other external storage media). EFS shall notify Client immediately in the  event EFS believes that User Data collected hereunder has been or potentially could have been accessed by an unauthorized  individual and shall cooperate with Client and indemnify Client regarding any investigation or response to a security breach,  including any claims, notifications or protection of Client's employees related therewith.     5.3. Existing User Data. Client holds certain customer data relating to the Playboy Commerce Business (Existing  Customer Data) and hereby grants to EFS a non-exclusive, limited, non-sublicensable, non-transferable, revocable license to  store and use such Existing Customer Data solely for purposes of the operation and promotion of the Playboy Commerce

15

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   Business. To the extent that EFS makes available to Client any customer data previously collected by EFS and permitted to be  disclosed to Client (EFS Customer Data), EFS shall retain ownership of such EFS Customer Data and Client shall have the  right to use such user data solely in connection with the Websites. Existing Customer Data shall be deemed User Data for  purposes of this Agreement; provided, however, that notwithstanding anything to the contrary in Section 5.2, Existing Customer  Data shall be owned solely by Client.      5.4. Reporting and Use of User Data. Upon request from Client, EFS agrees to provide to Client any and all User Data  generated hereunder and such reports as reasonably requested by Client from time to time relating to User Data. EFS shall use  User Data solely for purposes of the operation and promotion of the Playboy Commerce Business, and except as specifically  approved in advance in writing by Client, shall not use such User Data to market any other EFS or third-party products or  services to users or otherwise use, transfer or sell any User Data collected hereunder. Notwithstanding the foregoing, EFS may  use and exchange User Data in accordance with standard DMA practices for purposes of customer prospecting solely in order to  grow the Playboy Commerce Business. EFS shall not cross-market between the PLAYBOY-branded Catalog and Website and  the BUNNY SHOP-branded Catalog and Website. Client may use User Data free of charge and in any manner (including, to the  extent permitted by applicable Laws, sharing such data with its affiliates and partners). Client reserves the right to periodically  audit EFS' customer lists to ensure compliance with this Section 5.4 provided, however, that any such audit shall be performed at  the offices of EFS (or at such other location(s) as EFS' customer lists may be held) and conducted in such a manner so as to  preserve EFS' customer lists as a trade secret. In no event shall Client be permitted to copy, possess, or use EFS' confidential  customer data other than to ensure compliance with this Section 5.4.     5.5. Opt-In List. EFS shall be permitted to offer customers who visit the Websites the option to receive emails from EFS  concerning the Merchandise as well as offers by EFS or third-parties with which EFS has an established relationship and which  have been approved in advance in writing by Client. Any customers who do not specifically opt-in to receiving email  communications from EFS shall be excluded from such communications.     5.6. Demographic Data. EFS shall be permitted to collect demographic data from customers that visit the Websites,  which shall include: IP address, geographic information regarding the location of the customer (i.e., zip code, area code, city, state  and country), age, and gender (Demographic Data). Client and EFS shall jointly own and have rights to all Demographic Data  collected hereunder.     5.7. Analysis of User Data and Demographic Data. EFS shall have the right to analyze the User Data and Demographic  Data for a variety of purposes including, but not limited to, performing market studies, trend reporting, sales performance,  demographic studies and comparison/analysis with third party market data and consumer purchasing information (EFS  Analysis). EFS shall be permitted to combine the EFS Analyses with other EFS studies and, further, to share the EFS Analyses  with third parties provided that no proprietary information of Client or personally identifiable information of consumers is disclosed  to such third parties.     6. Payments and Fees.

16

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   6.1. Royalties. EFS shall pay a royalty (Royalty) to Client to be calculated and paid as follows: (a) the Royalty shall be  determined based upon the percentage applicable to the Merchandise Gross Margin (pursuant to the chart in Exhibit 10, attached  hereto and hereby incorporated by reference); (b) multiplied by the Net Merchandise Sales (as defined below) as applicable in  each case for the applicable Calendar Quarter or Year (each as defined below). The Royalty calculation period shall begin upon  the first order received by EFS via any order channel (e.g., on a Website, via mail, fax or telephone) and shall be paid to Client  within fifteen (15) days following the conclusion of each calendar quarter (Calendar Quarter) based on the calendar year  (Year), as calculated on the actual Merchandise Gross Margin and Net Merchandise Sales (each as defined below) for such  Calendar Quarter.    (a) For purposes of this Agreement, Merchandise Gross Margin shall be defined as the Net Merchandise Sales  through the Playboy Commerce Business during the applicable Calendar Quarter or Year, less (i) the actual unit cost of goods  sold paid by EFS for the manufacture of such goods, which shall not include expenses relating to overhead or allocations, (ii)  reductions for markdowns, discounts and allowances, and (iii) actual Merchandise inventory shrinkage during the same period,  which shall in no event exceed *****. The Merchandise Gross Margin scale for purposes of calculating the Royalty shall be  determined from Exhibit 10 based upon the Minimum Royalty (as defined in Section 6.2) set forth in Exhibit 10.    (b) For purpose of this Agreement, Net Merchandise Sales shall be defined as total Merchandise sales derived  through the Playboy Commerce Business via any order channel less applicable, actual Merchandise returns, if any, during the  applicable Calendar Quarter.    (c) Pursuant to Section 3.6, EFS shall pay a quarterly Royalty to Client calculated as set forth in Section 6.1  using separate Royalty percentages on a country-by-country basis based on product margins for each such country, as agreed  upon by the parties.    6.2. Minimum Royalty. Notwithstanding revenue actually generated by EFS in connection with the Playboy Commerce  Business hereunder, it is understood and agreed that the Royalty paid to Client in each Year of the Term shall not be less than the  amounts set forth in Exhibit 10 (the Minimum Royalty). In the event the Minimum Royalty is not achieved in any Year based on  the Royalty payments made in such Year, EFS shall pay the shortfall between the Royalty earned and the applicable Minimum  Royalty due, if any, within sixty (60) days of the end of such Year.    (a) In the event that the Minimum Royalty is met in any applicable Year, (i) EFS shall not be permitted to carry  over any overages into the next Year and (ii) EFS will not be eligible for any refund from any Minimum Royalty or Royalty  previously owed or paid to Client. In the event EFS does not meet the full amount of the Minimum Royalty during the applicable  Year in which such Minimum Royalty was owed to Client, EFS will not be permitted to offset the shortfall with any overages from  any previous or subsequent Year, and a new Minimum Royalty will be due as set forth in this Section 6.2. For the avoidance of  doubt, the Minimum Royalty is a minimum net sum from which no taxes or charges of any sort may be deducted.

17

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   (b) In the event that this Agreement is terminated prior to the end of the Initial Term, any portion of the Year 1  Minimum Royalty that has been spread across Years 2 through 5 of the Term pursuant to Exhibit 10 and which has not yet been  paid to Client, shall immediately become due and owing.    6.3. Royalty on Shipping Charges. In addition, Client shall be entitled to receive a royalty payment on the shipping and  handling charges paid by customers during the applicable Calendar Quarter (Shipping Royalty) equal to the Royalty percentage  multiplied by the shipping profit. For purposes of this Section 6.3, the shipping profit shall be calculated as the gross charges for  shipping less shipping materials, cost of freight and dunnage. The Shipping Royalties paid to Client shall be counted towards the  Minimum Royalty for the applicable Year. If there is no shipping profit, Client shall not be owed any Shipping Royalty, nor will  Client be impacted by any shipping losses.    6.4. Advertising Revenues. Client shall be entitled to receive an advertising fee of ***** of the Net Advertising Revenue  derived by EFS from Advertisements pursuant to Section 4.4 (Advertising Fee). Net Advertising Revenue shall be defined as  the gross revenue derived from the sale of Advertisements less: (a) all direct costs (i.e., commissions and ad-server related fees)  incurred by EFS and third party fees paid out by EFS for the execution, maintenance and ongoing facilitation of Advertisements  on the Websites and (b) ***** of gross revenue derived from the sale of Advertisements, which shall be reinvested by EFS for  online promotions and advertising (Advertising Marketing Allocation). Neither Net Advertising Revenue nor the Advertising Fee  shall be counted toward the Minimum Royalty obligation of EFS.     6.5. Payment of Royalties; Reports. Except as otherwise specifically set forth, all fees due to Client shall be due and

payable on or before the fifteenth (15t h) day following the applicable Calendar Quarter. EFS shall use commercially reasonable  efforts to provide within three (3) days, but in no event later than five (5) days, following such Calendar Quarter, regardless of  whether any payment is due, a report that includes at a minimum: (a) gross sales broken down by each Website, Catalog and  product, gross shipping charges and gross advertising revenue generated during such Calendar Quarter; (b) a detailed calculation  of Merchandise Gross Margin, Net Merchandise Sales, shipping profit and Net Advertising Revenue; (c) a detailed calculation of  the Royalty, Shipping Royalty and Advertising Fee payable to Client for such Calendar Quarter; (d) Client's aggregate Royalty,  Shipping Royalty and Advertising Fee earned and paid to date; and (e) such other information as may be requested by Client from  time to time. In addition, EFS shall provide to Client interim monthly reports.     6.6. Purchase of Product Inventory. Pursuant to Section 2.2, EFS shall pay Client a non-refundable purchase price of  ***** of the wholesale price (i.e., the Client's original cost) as determined as of forty-five (45) days after the Effective Date for  all Client Inventory. Such amount shall be paid Net ninety (90) days following entry of such Client Inventory into EFS' system;  provided, however, that EFS shall enter all such Client Inventory upon receipt or shall promptly notify Client in the event it is  unable to do so due to missing information (i.e. barcodes) or because any product is incomplete or otherwise in a condition not fit  for immediate resale.

18

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   6.7. Method of Payment. All payments required to be made by EFS hereunder shall be made by electronic transfer of  immediately available funds in United States Dollars through a bank designated by Client. In the event that EFS receives orders  through the Playboy Commerce Business or otherwise hereunder involving foreign currency, in order to determine the proper rate  of exchange to be applied to the payments due hereunder, it is agreed that EFS shall calculate such payments on a Calendar  Quarter basis in local currency (with each such quarter considered to be a separate accounting period for the purpose of  computing the payments) and that EFS shall compute a conversion of each such Calendar Quarter total into United States Dollars  utilizing the selling rate of exchange in effect on the last day of each relevant Calendar Quarter as quoted by Reuters in the Wall  Street Journal.     6.8. Costs and Expenses. Unless expressly stated otherwise in this Agreement or otherwise agreed in writing, each party  shall be responsible for any costs or expenses incurred by it in connection with its obligations under this Agreement.     6.9. Taxes. As between the parties, EFS shall be responsible for, without limitation, any tax, duty, levy, income, royalty,  withholding tax or charge required by any Law now in effect or hereafter enacted (other than Client's direct net income taxes)  including, without limitation, sales, use, value-added, property, royalty and excise or other similar taxes, licenses, import permits,  state, county, city or other taxes arising out of or relating to this Agreement. EFS will be responsible for the timely notification,  remittance, filing and reporting of all such taxes to the proper tax authorities at the rates required by Law.     6.10. Accounting Reports. EFS shall provide, at its sole expense:     (a) Client acknowledges that EFS is not currently able to provide a SAS 70 Type II Report. EFS will endeavor  to become SAS 70 compliant and once compliant, shall provide a SAS 70 Type II Report to Client or its affiliates. Until EFS  becomes compliant EFS may provide an alternative report acceptable to Client or its affiliates. Reports pursuant to this Section  6.10(a) shall be provided for the one-year period ending September 30th of each year by December 31st of each year of the  Term; and     (b) A copy of EFS' Independent Auditors' Report and audited balance sheet for each Year of the Term within  thirty (30) days of the close of such audit.     6.11. Verification of Information; Audit Right Generally. During the Term of this Agreement and for two (2) years  thereafter, (a) EFS shall maintain complete and accurate books and records relating to revenue generated under this Agreement;  and (b) Client and/or its authorized representative(s) shall have the right to examine, review, copy and audit EFS' books and  records relating to revenue generated under this Agreement to verify the accuracy of the payments and associated information  provided by EFS and to verify EFS' compliance with the terms and conditions of this Agreement. If the result of the audit reveals  deviations that indicate that Client was underpaid, EFS shall immediately pay the sum of such underpayment plus interest at a rate  of ***** from the date such payment was first due. If the result of the audit reveals deviations by ***** or more for any one year  of the Term, EFS shall pay the sum due plus interest as set out above and shall further bear the reasonable costs and expenses  associated with audit.

19

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   7. License Grants    7.1. Playboy Content. During the Term and subject to the terms, conditions, and limitations set forth in this Agreement,  Client grants EFS a limited, non-exclusive, non-transferable, non-assignable (without any right to sublicense), world-wide license  to use, modify, create derivative works of, publish, reproduce, broadcast, exhibit and display the Playboy Content solely in  connection with the design, publication, distribution, operation and promotion of the Playboy Commerce Business.    (a) In the event that EFS creates any modifications, alterations or other derivative works of any Playboy Content  (Derivative Works), EFS hereby irrevocably assigns to Client all right, title and interest in and to all of those Derivative Works,  including the copyrights and other proprietary rights therein. EFS further agrees to cooperate with Client's reasonable requests to  effect or perfect such assignment and hereby provides Client with an irrevocable power of attorney appointing Client as EFS'  irrevocable attorney-in-fact coupled with an interest to execute all such assignments on behalf of EFS. All Derivative Works are  hereby licensed back to EFS subject to the limitations that are applicable hereunder to the Playboy Content. EFS shall deliver to  Client all original versions of Derivative Works upon the request of Client.    7.2. Client Trademarks. During the Term and subject to the terms, conditions, and limitations set forth in this Agreement,  Client grants EFS a limited, non-exclusive, non-transferable, non-assignable (without any right to sublicense), world-wide license  to use the Client trademarks and/or service marks as set forth on Part A of Exhibit 1 (the Playboy Marks) solely in connection  with the design, publication, distribution, operation and promotion of the Playboy Commerce Business. Except in connection with  marketing obligations hereunder or as otherwise expressly permitted by Client in writing, EFS shall not use any Playboy Mark on  or in connection with, or to permit or facilitate any presentation or promotion of, any Internet website(s) other than the Websites  or any other catalog other than the Catalogs.    (a) Use of Playboy Marks. EFS recognizes and acknowledges that the Playboy Marks are internationally well- known by the general public and are associated in the public mind with Client's affiliate, Playboy Enterprises International, Inc.  (PEII), and are marks in which PEII has acquired considerable and valuable goodwill. EFS acknowledges that Client and PEII  have an interest in maintaining the worldwide goodwill, recognition and standards of the Playboy Marks. Consequently, with  respect to uses of the Playboy Marks in the normal course of business (i.e., for marketing and promotional purposes), EFS shall  submit representative samples of such uses to Client as soon as practicable for purposes of post-use audit. If as a result of any  post use audit, Client determines in its reasonable discretion that the use of a Playboy Mark is improper or inappropriate, Client  will notify EFS, and EFS shall correct the problem as soon as reasonably practicable. Any uses not in the ordinary course must be  approved in advance in writing by Client, and Client shall have the right to require EFS to make any changes and/or corrections  with regard to the Playboy Marks as Client may reasonably deem necessary to maintain the quality standards and the goodwill  associated with the Playboy Marks. EFS agrees to make and incorporate such changes or corrections promptly upon notice from  Client and at EFS' sole cost and expense.

20

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   (b) Modifications of Playboy Marks. EFS may modify or alter the Playboy Marks or combine the Playboy  Marks with any other words or symbols only if, and to the extent that, Client shall have authorized such modification or alteration  or combination specifically in advance in writing. Any such permitted modification/alteration and/or combination shall be referred  to herein as an Authorized Modification. No such authorization by Client shall constitute a representation or warranty that use of  the Authorized Modification(s) by EFS or by anyone else will not violate the rights of others in any jurisdiction or that such  Authorized Modification will constitute an enforceable trademark in any jurisdiction.     (c) Assignment of Authorized Modifications. EFS hereby irrevocably assigns, and Client hereby accepts, all right,  title and interest in and to each and every Authorized Modification, and EFS agrees to cooperate with all reasonable requests by  Client to effect or perfect such assignment. All Authorized Modifications (if any) are hereby licensed back to EFS subject to the  limitations applicable to the Playboy Marks hereunder.     (d) Goodwill. EFS will not obtain any right, title or interest in the Playboy Marks by virtue of their use of the  Playboy Marks under this Agreement and any additional goodwill associated with the Playboy Marks that is created through use  of the Playboy Marks shall inure solely to the benefit of PEII.     (e) Variations. During and after the Term, EFS will not apply for or use any domain names, trademarks or service  marks that include or are confusingly similar to any of the Licensed Domain Names (as defined in Section 7.3, below), Playboy  Marks or any other similar marks or variations thereto.     (f) Notices. EFS must display on the Websites and Catalogs such trademark and copyright notices as requested  by Client and/or as required by applicable Law. Except as expressly approved in writing by Client, neither the Playboy Marks nor  any notices associated therewith may be changed, manipulated or modified in appearance.     7.3. Domain Names. During the Term and subject to the terms, conditions and limitations of this Agreement, Client  hereby grants EFS, a limited, non-transferable, non-assignable (without any right to sublicense) world-wide license to use the  Internet location or resource designators (URLs, domain names, etc.) set forth in Part B of Exhibit 1 hereto, and/or to the extent  approved in advance in writing by Client, as the case may be, modifications thereof (the Licensed Domain Names), as the  domain name(s) and Internet locators/designators for the Websites during the Term. The Licensed Domain Names shall at all  times be owned by PEII as registrant. Client agrees that the registration for the Licensed Domain Names and for any successor  URL's shall be maintained and that EFS shall remain the technical contact for the duration of the Agreement. If EFS desires to use  any other domain names or Internet locators/designators in connection with the Websites, Micro Sites or otherwise utilizing  PLAYBOY- or PLAYBOY-related marks, EFS shall so notify Client, which may at its sole discretion, choose to register the  same at its expense. Any such additional domain names or Internet locators/designators shall be owned by PEII as registrant, and  EFS shall receive a limited license to use the same as Licensed Domain Names hereunder, solely in connection with the Websites  and/or Micro Sites during the Term. Unless otherwise agreed by the parties in

21

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   writing, the Licensed Domain Names shall at all times remain on PEII servers and will be redirected to the Websites.     7.4. Client Take-Down Rights. Despite conformity to the Guidelines and/or the terms and conditions of this Agreement  and/or the prior written approval by Client, Client shall be entitled to review all uses of the Playboy Marks and all utilizations of  the Playboy Content at any time and in its sole discretion. Client shall be entitled to require alteration or termination of any specific  use if it determines in its reasonable and good faith discretion that such action is necessary or appropriate and EFS shall promptly  comply with any such demand. Nothing in this Section 7.4 shall create any obligation on the part of Client to identify or prevent  improper uses of material or inclusion of improper material in connection with the Playboy Commerce Business, nor shall Client or  its affiliates have any liability for nonfeasance, negligence, or other conduct in such reviews or for failing to conduct any such  reviews.    7.5. Exclusions. Nothing in this Agreement shall restrict Client (or its affiliates) from the following commerce activities in  the Territory: any DVD commerce (rental or sales), sales by product Licensees via third-party commerce websites or mail order  sales or similar activities. In addition, EFS agrees that Client's location-based entertainment partners, as listed in Exhibit 11,  attached hereto and hereby incorporated by reference, which may be updated from time to time, may engage in limited e- commerce activities primarily, but not limited to, for co-branded products (e.g., Playboy at the Palms co-branded merchandise).    8. Confidentiality.    8.1. Confidential Information. EFS and Client each acknowledge that during the Term of this Agreement each party may  have access to the proprietary or trade secret information of the other concerning the other's business affairs, property, methods  of operation, processing system or other information provided by the disclosing party to the receiving party that is identified as, or  should reasonably be understood to be (given its content or the circumstance of its disclosure), proprietary (collectively, the  Confidential Information). Information shall not be considered Confidential Information under this Agreement that the recipient  can document: (a) is publicly known prior to or after disclosure hereunder other than through acts or omissions attributable to the  recipient or its employees or representatives; (b) is already known to the recipient at the time of disclosure hereunder without  reference to the disclosing party's Confidential Information; (c) is disclosed in good faith to the recipient by a third party having a  lawful right to do so; (d) is the subject of written consent of the party which supplied such information authorizing disclosure; or (e)  is independently developed by the receiving party without reference to Confidential Information of the disclosing party.    8.2. Obligations. EFS and Client each agree to use the Confidential Information of the other party solely to the extent  necessary to fulfill its obligations or exercise its rights hereunder, and not for any other purpose. Each party agrees (a) that it will  not disclose to any third party or use any Confidential Information disclosed to it by the other except as expressly permitted in this  Agreement and (b) that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the  other party using at least the degree of care and security as each uses to maintain the confidentiality of its own Confidential  Information. Notwithstanding the foregoing, each party may disclose Confidential Information (x) to their officers, directors,

22

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   employees, agents, attorneys and consultants who need to know such information and who are bound by restrictions regarding  disclosure and use of such information comparable to and no less restrictive than those set forth herein, (y) as required by  applicable Law, provided that in the case of any filing with a governmental authority that would result in public disclosure of the  terms hereof, the parties shall mutually cooperate to limit the scope of public disclosure to the greatest extent possible; and (z) to  the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by Law,  provided that the receiving party uses reasonable efforts to provide the disclosing party with prior notice of such obligation in  order to permit the disclosing party a reasonable opportunity to take legal action to prevent or limit the scope of such disclosure.    9. Ownership.    9.1. In General. Each party hereby reserves for itself all rights not specifically granted to the other party in this  Agreement. Each party will use good faith efforts to cooperate with the other party in the protection of their intellectual property  rights.    9.2. EFS. As between the parties, EFS retains ownership of, and all right, title and interest in and to any intellectual  property including trademark, trade name, patent, copyright, technology, trade secret, software, source code or know-how  created for or relating to the Playboy Commerce Business that was affixed to, used with or incorporated into the Playboy  Commerce Business by EFS, but specifically excluding the Client Property, as defined below (collectively, the EFS Property).  Nothing contained in this Agreement shall be deemed to transfer or convey to Client any ownership rights whatsoever in or to the  EFS Property or grant any license to the EFS Property other than in connection with the Playboy Commerce Business. To the  extent that Client is deemed to obtain any interest or ownership rights in the EFS Property, Client hereby assigns, transfers and  conveys to EFS, to the maximum extent permitted by applicable Law, all of Client's right, title and interest therein used by Client  under or in connection with this Agreement so that EFS will be the sole owner of all rights therein and further agrees to cooperate  with EFS during and after the Term to effect and perfect all assignments.    9.3. Client. As between the parties, Client retains ownership of, and all right, title and interest in and to any and all  Playboy Marks, Playboy Content, Derivative Works, Licensed Domain Names, User Data and any other materials provided by  or on behalf of Client to EFS hereunder, which are incorporated in or are otherwise related to the Playboy Commerce Business  (collectively, the Client Property). Nothing contained in this Agreement shall be deemed to transfer or convey to EFS any  ownership rights whatsoever in or to the Client Property. To the extent that EFS is deemed to obtain any interest or ownership  rights in the Client Property, EFS hereby assigns, transfers and conveys to Client, to the maximum extent permitted by applicable  Law, all of EFS' right, title and interest therein used or created by EFS under or in connection with this Agreement so that Client  will be the sole owner of all rights therein and further agrees to cooperate with Client during and after the Term to effect and  perfect all assignments.    10. Term and Termination.

23

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   10.1. Term. This Agreement shall commence as of the Effective Date and, unless earlier terminated as provided under  this Agreement, shall terminate five (5) years following the date of launch of the first Website, but in no event later than February  28, 2013 (the Initial Term). This Agreement shall automatically renew for an additional period of three (3) years (such renewal  and each subsequent renewal shall be defined as a Renewal Term) provided that EFS achieves Net Merchandise Sales of at  least ***** during the fourth year following launch of the first Website. In such event, the annual Minimum Royalty during the  Renewal Term, if any, shall be equal to the greater of: (a) ***** of the actual Royalty paid to Client in Year 5; and (b) *****.  The Initial Term and any and all Renewal Terms shall be collectively referred to as the Term.    10.2. Termination for Breach. Each party shall have the right to terminate this Agreement, in whole or in part, if the other  party materially breaches this Agreement and such breach is not cured within thirty (30) days' written notice from the non- breaching party.    10.3. Termination for Bankruptcy. Each party shall have the right to immediately terminate this Agreement if the other  party (a) is involuntarily made subject to any bankruptcy or insolvency proceedings and such proceedings are not dismissed within  sixty (60) days of the filing of such proceedings or (b) voluntarily institutes any bankruptcy or insolvency proceedings, corporate  reorganization, liquidation, assignment for the benefit of creditors, or appointment of a receiver or trustee.    10.4. Effects of Termination. Upon and after the termination of this Agreement (the Termination Date):     (a) All accrued and unpaid amounts shall become immediately due and payable, including the pro rata amount of  the annual Minimum Royalty for the applicable Year based upon the Termination Date;     (b) All licenses granted pursuant to this Agreement shall immediately terminate;     (c) EFS shall cease the display and use of the Playboy Content, Derivative Works, Playboy Marks, Authorized  Modifications, Licensed Domain Names in any manner;     (d) EFS shall return any and all Playboy Content and Derivative Works to Client within five (5) business days of  the Termination Date;     (e) Each party will promptly, at the direction of the other party, return or destroy any and all Confidential  Information of the other party in any medium and all copies thereof;     (f) EFS shall discontinue the use of any User Data collected hereunder, and subject to applicable Laws, shall  promptly deliver and assign all User Data to Client per Client's instructions; and

24

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





     (g) If so requested by Client in connection with a planned or potential continuation of the business, EFS shall  cooperate with Client and its affiliates in order to transfer any remaining operations to them or any other entity that Client may so  designate without interruption of the Playboy Commerce Business' availability.    10.5. Outstanding Orders. As of the Termination Date, EFS shall not process any new orders placed through the  Playboy Commerce Business. Notwithstanding the foregoing, EFS may fulfill any outstanding orders placed through the Playboy  Commerce Business prior to the Termination Date and may continue collection activities related thereto, which shall be subject to  Section 6 hereof.    10.6. Survival. Sections 6.11, 7.5, 8, 9, 10.4, 10.5, 10.6, 11.4, and 12 through 14 shall survive any expiration or  termination of this Agreement. In addition, Sections 6.1 through 6.10 shall survive any termination of this Agreement until all  amounts due in connection with activities during the Term are paid and all reports provided.    11. Warranties and Disclaimers.    11.1. By Both Parties. Each party represents and warrants that (a) it has the full right and authority to enter into this  Agreement, perform its obligations and grant the rights and licenses granted hereunder; and (b) its execution, delivery and  performance of this Agreement will not result in a breach of any material agreement or understanding to which it is a party or by  which it or any of its material properties may be bound.    11.2. By EFS. EFS further represents and warrants that (a) the Websites and the Catalogs and all content contained  therein (but specifically excluding the Playboy Marks and Playboy Content) do not and will not infringe any intellectual property  right of any third party; (b) it has all necessary intellectual property rights in and to the Merchandise to be offered for sale through  the Playboy Commerce Business; (c) it will at all times abide by and comply with the Privacy Policy and all other Laws applicable  to operation of the Playboy Commerce Business, including, but not limited to the CANSPAM Act of 2003 and those related to  privacy; (d) it (i) shall use its best efforts to ensure that all performers featured in any content and/or Merchandise offered for sale  through the Catalogs and/or the Websites were at least eighteen (18) years of age at the time of production and (ii) shall comply  with all record keeping, labeling and other requirements pursuant to Section 2257, as the same may be amended from time to  time; (e) it will at all times take commercially reasonable steps to ensure the accuracy of all information contained on the Websites  and in the Catalogs; and (f) the Playboy Commerce Business, including, without limitation, the Catalogs and Websites and all  aspects thereof, will be operated in a workmanlike, timely and professional manner consistent with industry standards and EFS'  operation of other third-party branded commerce offerings.    11.3. By Client. Client further represents and warrants that it has the full right and authority to grant the rights and licenses  to the Playboy Marks, the Licensed Domain Names and Playboy Content set forth herein.

25

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   11.4. Disclaimer. Except as expressly set forth in this Agreement, and to the extent permitted by Law, each party  expressly disclaims all warranties and representations, whether express, implied or statutory, including any implied warranty of  merchantability, non-infringement or fitness for a particular purpose. Client does not warrant that the Playboy Content will be  error-free or will meet EFS' specific needs. Client makes no warranty whatsoever regarding the accuracy of the information  contained in the Playboy Content.    12. Indemnification.    12.1. By EFS. EFS shall indemnify, defend and hold Client, its parent, subsidiaries and affiliates and the directors,  officers, shareholders, employees and agents of each harmless against any claims, suits, losses, liabilities, injuries or damages  (including, without limitation, reasonable attorneys' fees and litigation expenses) arising out of any third party claim relating to (a)  the Playboy Commerce Business, including, the marketing and operation thereof; (b) the Privacy Policy; (c) EFS' use of any  Client Property not permitted by or inconsistent with this Agreement; (d) any claims brought by users, service providers or others  in connection with this Agreement; (e) the User Data, including the collection, storage and/or use thereof; (f) any alleged action or  failure to act whatsoever in regard to EFS' performance of its obligations and duties under this Agreement; (g) the EFS Sites,  including, but not limited to, the operation of the EFS Sites and content contained thereon; (h) any breach by EFS of any of its  representations and warranties set forth above; (i) the sale or availability through the Catalogs and/or Websites of any content  and/or Merchandise, which includes any performer who was less than eighteen (18) years of age at the time of production; (j) any  EFS Produced Merchandise; (k) any alleged non-conformity to or non-compliance with any Law, including, but not limited to,  pertaining to the content, design or quality of any portion of the Playboy Commerce Business; or (l) any claim or allegation by a  third party claiming rights (including, but not limited to, any copyright, trademark or patent rights) in or to EFS Property, the  Derivative Works (to the extent caused by EFS), the Merchandise available for sale via the Playboy Commerce Business or the  operation of the Playboy Commerce Business.    12.2. By Client. Client will indemnify, defend and hold EFS, its parent, subsidiaries and affiliates and the directors,  officers, shareholders, employees and agents of each harmless against any claims, suits, losses, liabilities, injuries or damages  (including, without limitation, reasonable attorneys' fees and litigation expenses) arising out of any third party claim relating to (a)  the authorized use by EFS in compliance with this Agreement of the Client Property in connection with Playboy Commerce  Business; (b) any alleged action or failure to act whatsoever in regard to Client's performance of its obligations and duties under  this Agreement; (c) any breach by Client of any of its representations and warranties set forth above; (d) any alleged non- conformity to or non-compliance with any Law, including, but not limited to, pertaining to the content, design or quality of any  portion of the Client Property; or (e) any claim or allegation by a third party claiming rights in or to Client Property.    12.3. Procedure. If a claim is made against an indemnified party, such party will promptly notify the indemnifying party of  such claim. Failure to so notify the indemnifying party will not relieve the indemnifying party of any liability which the indemnifying  party might have, except to the extent that such failure materially prejudices the indemnifying party's legal

26

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   rights. The indemnified party shall cooperate with the indemnifying party in the defense and/or settlement of the claims at the  expense of the indemnifying party; provided however, the indemnifying party shall assume control of the defense of such claim.  The indemnified party may participate in the defense of the claim at its own cost. Notwithstanding anything contained herein, (a)  the indemnified party shall not enter into any settlement or compromise that provides for any remedy of the claim without the prior  written approval of the indemnifying party, which approval will not be unreasonably withheld; and (b) EFS may not enter into any  settlement or compromise that involves or affects any Playboy Mark, Licensed Domain Name, Playboy Content, Derivative  Work or Authorized Modification without Client's prior written approval.    13. Limitation of Liability. EXCEPT IN THE EVENT OF A BREACH OF SECTION 8 (CONFIDENTIALITY) OR  LIABILITY ARISING UNDER A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, IN NO  EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR  CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR  ANY MATTER RELATED HERETO, INCLUDING WITHOUT LIMITATION, LOST BUSINESS OR LOST PROFITS,  EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.    14. Miscellaneous.    14.1. Independent Contractors. The rights and powers herein granted to EFS are those rights and powers of an  independent contractor only, and this Agreement shall not, and is not intended to, create any other relationship nor make,  constitute or appoint EFS an agent or employee of Client. It is expressly understood and agreed that Client shall not under any  circumstances be liable to EFS for all or any part of any losses EFS may sustain. EFS shall have no power to obligate or bind  Client in any manner whatsoever.    14.2. Severability. Each provision of this Agreement shall be severable. If, for any reason, any provision herein is finally  determined to be invalid and contrary to, or in conflict with, any existing or future law or regulation by a court or agency having  valid jurisdiction, such determination shall not impair the operation or affect the remaining provisions of this Agreement, and such  remaining provisions will continue to be given full force and effect and bind the parties hereto. Each invalid provision shall be  curtailed only to the extent necessary to bring it within the requirements of such law or regulation.     14.3. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties named herein and their  respective heirs, legal representatives, successors and permitted assigns. Notwithstanding the foregoing, this Agreement and all  rights and duties hereunder shall not, without the prior written consent of Client, in any manner be assigned, mortgaged, licensed,  or otherwise transferred or encumbered by EFS or by operation of law; provided, however, that EFS may assign this Agreement  to an acquirer of all or substantially all of its assets without Client's consent, but only in the event that in Client's reasonable  determination (a) key EFS management (as defined by Client at the time of acquisition) will remain indefinitely with EFS or  replacement management is reasonably acceptable to Client and no less experienced than those in place as of the Effective Date  hereof; (b) the acquirer can demonstrate to Client's reasonable satisfaction the availability of financial resources, and the ability  and intention, to

27

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   adequately invest in growing the Playboy Commerce Business (by way of example, the acquirer shall have a minimum net worth  equal to or above that of EFS as of the Effective Date hereof); (c) such assignment will not have a detrimental impact on the  Playboy Commerce Business or Client's other businesses; and (d) the acquirer is otherwise able to honor all financial terms and  assume all obligations of EFS hereunder. In addition, EFS may not assign this Agreement without Client's consent to a competitor  of Client or any of Client's businesses. Client's consent to any proposed assignment hereunder shall not be unreasonably withheld  or delayed. Any purported transaction not specifically permitted under this Section 14.3 shall be null and void ab initio.     14.4. Entire Agreement; Counterparts. This Agreement constitutes the entire agreement between the parties and  supersedes any prior understandings, agreements or representations by or among the parties, written or oral, to the extent they  relate to the subject matter hereof. This Agreement may be executed in any number of counterparts, each of which shall be  deemed an original, but all of which together shall constitute one and the same instrument.     14.5. No Waiver; No Third Party Beneficiary. None of the terms of this Agreement may be waived or modified except  by an express agreement in writing signed by the parties. There are no representations, promises, warranties, covenants or  undertakings other than those contained in this Agreement. No custom or practice of the parties hereto at variance with the terms  hereof shall constitute a waiver of either party's right to demand exact compliance with any of the terms herein at any time. The  failure of either party hereto to enforce, or the delay by either party hereto in enforcing, any or all of its rights under this Agreement  shall not be deemed as constituting a waiver or a modification thereof, and either party hereto may, within the time provided by  applicable Law, commence appropriate proceedings to enforce any or all of such rights. Except as expressly provided in this  Agreement, no individual or entity other than EFS and Client shall be deemed to have acquired any rights by reason of anything  contained in this Agreement.     14.6. Headings. The headings used herein are for convenience only and shall not be deemed to define, limit or construe  the contents of any provision of this Agreement. The wording of this Agreement will be deemed to be the wording chosen by the  parties hereto to express their mutual intent, and no rule of strict construction will be applied against any such party. Time is the  essence of this Agreement.     14.7. Force Majeure. Neither party to this Agreement shall be liable for its failure to perform any of its obligations  hereunder during any period in which such performance is delayed by circumstances beyond its reasonable control (each a Force  Majeure Event), including but not limited to: fire, act of nature, embargo, riot, or the intervention of any government authority;  provided, however, that as soon as reasonably practicable prior to any such circumstance, and in any event promptly thereafter,  the affected party (a) has so notified the other in writing; (b) takes reasonable measures to avoid or limit the effect or duration of  such circumstances; and (c) cooperates with the other party to reasonably alter its obligations hereunder and/or resume  performance under this Agreement as soon as reasonably practicable. If any such circumstance persists for longer than ninety (90)  days, Client may terminate this Agreement immediately upon written notice without penalty.

28

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   14.8. Notices. All notices, demands, claims, requests, undertakings, consents and other communications which may or  are required to be given hereunder shall be in writing and shall be deemed to be properly given when personally delivered to the  party entitled to receive the notice or when sent via confirmed email or facsimile, or by United States or International mail, postage  prepaid, properly addressed to the respective parties as follows:    If to Client:    Playboy.com, Inc.  730 Fifth Avenue  New York, NY 10019  Attn: Executive Vice President, Business Development    With a copy to:    Playboy Enterprises International, Inc.  680 North Lake Shore Drive  Chicago, IL 60611  Attn: General Counsel    If to EFS:    eFashion Solutions, LLC  80 Enterprise Avenue South  Secaucus, NJ 07094  Attn: Edward Foy, Jr., CEO    With a copy to:    OlenderFeldman, LLP  2840 Morris Avenue  Union, NJ 07083  Attn: Kurt D. Olender, Esq.    14.9. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws  of the Illinois without giving effect to its conflict of laws principles.

29

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   IN WITNESS WHEREOF, the parties hereto, intending this Agreement to be effective as of the Effective Date, have  caused this Agreement to be executed by a duly authorized representative of each.



PLAYBOY.COM, INC. EFASHION SOLUTIONS, LLC  By: /s/ Jeremy S. Westin By: /s/ Edward Foy  Name: Jeremy S. Westin Name: Edward Foy  Title: EVP, Business Development Title: CEO

30

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   Exhibit 1  Playboy Marks & Licensed Domain Names

  * THE GIRLS NEXT DOOR & RABBIT HEAD DESIGN mark may be used in advertising Merchandise bearing the mark only. It  should not be used to advertise other goods, such as PLAYBOY goods. If a cast member of The Girls Next Door models  PLAYBOY clothing for the Playboy Commerce Business or wears PLAYBOY clothing on the show, an informational reference to  that may be made, but THE GIRLS NEXT DOOR & RABBIT HEAD DESIGN mark should not be used in connection with such  informational reference. Examples of acceptable informational references include As seen on The Girls Next Door and Modeled  by the stars of The Girls Next Door.



A. Playboy Marks:  · PLAYBOY  · PLAYBOY.COM  · PLAYBOY STORE  · SHOPTHEBUNNY.COM  · BUNNY  · BUNNY SHOP  · BUNNY(RABBIT HEAD DESIGN)SHOP  · BUNNY(SILHOUETTE)SHOP  · BUNNY COSTUME  · RABBIT HEAD DESIGN  · THE GIRLS NEXT DOOR *  · THE GIRLS NEXT DOOR & RABBIT HEAD DESIGN *  · FEMLIN  · FEMLIN DESIGN  · CYBER GIRL  · CYBER CLUB  · CENTERFOLD  · PLAYBOY CENTERFOLD  · CLASSIC CENTERFOLD  · PLAYMATE  · PLAYMATE OF THE MONTH  · PLAYMATE OF THE YEAR  · PMOY  · INNER VIXEN  · HMH  · HUGH M. HEFNER  · MISS (MONTH)

B. Licensed Domain Names:  · www.playboystore.com  · www.playboycatalog.com  · www.shopthebunny.com  · www.bunnyshopcatalog.com  · www.bunnyshopcatalog.net  · www.bunnyshopstore.com  · Other URLs as may be approved in advance by Client in writing on a case by case basis, including mutually agreed  upon Micro Sites

31

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   Exhibit 2    Powered by eFashionSolutions Creative



32

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009









33

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   Exhibit 3  Fulfillment Services      Fulfillment Services shall be handled by EFS as follows:    (a) Substantially all Catalog and Website orders, including, without limitation, regular phone, mail direct and online orders,  received by the end of a Business Day will be processed, picked, packed and shipped on the same day received, and in no event  later than the end of the next Business Day. Saturday and Sunday orders will be processed with Monday orders. For purposes of  this Exhibit, Business Day shall mean any day other than a Saturday, Sunday or other day on which commercial banks in the  State of New Jersey for the USA or the applicable country of the Territory are authorized or required by law or executive order  to close and shall begin at 9:00 AM and end at 6:00 PM (Eastern Time).    (b) Substantially all expedited (next day and 2-day delivery) orders, regardless of channel, received in time for the Monday  through Friday 2:00 PM ET cutoff will be picked, packed and shipped that same day. Exceptions: Credit card irregularities, which  cannot be resolved same day, will ship the following Business Day with notification to the customer. In the event of system  problems that prevent turnover to shipper by last pickup, customers will be notified and packages will be shipped expedited the  next Business Day.    (c) Substantially all customer returns will be processed within two (2) Business Days of dock receipt.    (d) Websites order confirmations or back order or cancellation notices to customers will be provided within one (1) Business Day  of receipt. Direct order letters will be produced the next Business Day and substantially all will be mailed that same day.    (e) Exact Merchandise ordered at the price(s) specified will be shipped unless the customer approves a substitution.    (f) Orders will be packed in professional packaging material including appropriate filler to prevent damage while in transit.    Customer Service shall consist of the following:    (a) Telephone-based order processing Monday through Friday, 7:00am to 9:00pm, Saturday and Sunday, 9:00am to 5:00pm  (Eastern Time).    (b) Telephonic and online (e-mail) customer service Monday through Friday, 8:00am to 7:00pm, Saturday, 9:00am to 5:00pm  (Eastern Time).    (c) Customer service shall address inquiries and complaints with respect to any Merchandise, gift certificates, Catalog orders,  Website orders, etc.

34

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   (d) All costs in connection with postage, printing and stationary expenses incurred by EFS in furtherance of its customer service  obligations hereunder shall be borne solely by EFS.    Order Processing shall consist of the following:    • Mail order processing and data entry  • Phone order processing and data entry  • Fax order processing and data entry  • Check verification processing  • Gift certificate processing and support  • Deposit preparation  • Held order processing for fraud review/AVS  • Customer Service

35

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





  Exhibit 4  Photography Costs *      Costs per day for a typical photo shoot (based on a 7-day shoot):    Photographer & Assistants: *****    Equipment & Rentals: *****    Set Design: *****    Styling: *****    Make Up Artist: *****    Playmates/Models: *****    Travel & Hotel: *****    Catering: *****    Estimate: *****

* The information set forth in this Exhibit 4 is provided only as an example and estimate of costs associated a typical  photo shoot. Nothing herein shall be deemed or interpreted as a guarantee of costs or expenses that may be encountered  by EFS.

36

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





  Exhibit 5  Guidelines      A. PURPOSE OF GUIDELINES GENERALLY    The purpose of these Guidelines is to help ensure, among other things, that:    1) The Playboy Commerce Business meets the standards of excellence in content, graphic appeal and other qualities that Client and  its affiliates seek to maintain;    2) The Playboy Marks are associated only with material of the type and quality generally associated therewith;    3) The validity and effectiveness of the Playboy Marks and the Playboy Commerce Business and the rights and value therein are  fully protected; and    4) EFS and its affiliates conduct their activities, both relating to the Playboy Commerce Business and otherwise, in a way that does  not jeopardize the Playboy Marks or the reputation and image of any Playboy entity or activity.    B. CONTENT GUIDELINES    *****    C. LANGUAGE    *****    D. PROHIBITED ADVERTISING CONTENT     *****

37

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   Exhibit 6  Staffing





A. Organizational Chart        *****

B. Client Employees to be Hired by EFS        *****

38

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





  Exhibit 7  Licensee Exclusives Restricting EFS Produced Merchandise    *****

39

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





  Exhibit 9  EFS Produced Merchandise Approval Process



1. EFS understands and agrees that any and all EFS Produced Merchandise and any other items bearing the Playboy Marks or  intended for use in connection with the Merchandise (hereinafter collectively referred to as the Materials) must be approved  in advance in writing by Client through Client's online approval submission system. The Materials include, but are not limited  to, photography, cartons, containers, labels, wrappers, packaging and other inner and outer packaging materials, fixtures,  displays, artwork and printing, advertising, sales, marketing and promotional materials. EFS shall, at its own expense, submit  to Client or its designee for written approval, samples of any EFS Produced Merchandise and the Materials at each stage of  development thereof, which shall include, but not be limited to: (i) an initial sketch or photograph prior to any manufacture  thereof; (ii) a sample prototype or equivalent acceptable to Client; and (iii) two final production-quality samples of that which  will be mass produced or manufactured. EFS must obtain Client's written approval of each stage of development before  proceeding to the next stage, and in no event shall EFS commence or permit the mass manufacture, advertising, promotion,  sale or distribution of any EFS Produced Merchandise or Materials unless and until EFS has received Client's written  approval of the samples provided pursuant to (iii) of this Section 1. In the event Client fails to provide its approval or  disapproval of any or all things submitted to Client pursuant to this Section 1 within ***** of Client's receipt thereof, EFS  may send written notice to Client advising no response was received. If Client does not respond within ***** of Client's  receipt thereof, then Client shall be deemed to have given disapproval.    2. To ensure that EFS Produced Merchandise and the Materials are constantly maintained in conformance with the previously  approved samples pursuant to Section 1 of this Exhibit 9 above, EFS shall, within ten (10) days of receipt of a request from  Client, send or cause to be sent to Client at EFS' expense: (i) such actual samples requested by Client of the EFS Produced  Merchandise and the Materials EFS is using, manufacturing, selling, distributing or otherwise disposing of; and (ii) a listing or  revised listing of each location where any of the EFS Produced Merchandise and the Materials or either thereof are designed,  manufactured, stored or otherwise dealt with, except to the extent such listing or revised listing duplicates currently accurate  information previously provided. Client and its nominees, employees, agents and representatives shall have the right to enter  upon and inspect, at all reasonable hours of the day, any and all such location(s) and to take, without payment, individual  samples of any of the EFS Produced Merchandise and the Materials as Client reasonably requires for the purposes of such  inspection.    3. If any of the EFS Produced Merchandise or Materials sent or taken pursuant to Section 2 of this Exhibit 9 above or that  otherwise come to the attention of Client does or do not conform in Client's sole opinion to the previously approved samples,  Client shall so notify EFS, in writing, specifying in what respect such of the EFS Produced Merchandise or Materials is or are  unacceptable. Immediately upon receipt of such notice, EFS shall suspend all manufacture, sale and distribution of all such  EFS Produced Merchandise and Materials and shall not resume the manufacture, sale or distribution thereof unless and until  EFS has made

42

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009









    all necessary changes to the satisfaction of Client and has received Client's written re-approval of each of such EFS  Produced Merchandise and Materials.    4. Except as otherwise specifically provided in this Agreement, all EFS Produced Merchandise and/or Materials that are not  approved by Client or that are determined by Client to be non-conforming or unacceptable shall not be sold, distributed or  otherwise dealt with by EFS. All such EFS Produced Merchandise and Materials shall be destroyed by EFS with, if Client so  requests, an appropriate certificate of destruction furnished to Client.    5. Any and all sales, distribution or use by EFS of unapproved, non-conforming or unacceptable EFS Produced Merchandise  or Materials shall not only constitute an incurable default under the terms of this Agreement, but such EFS Produced  Merchandise or Materials also shall be considered unlicensed and an infringement of Client's proprietary rights, and Client  shall have the right to bring legal action against EFS for any and all remedies available to Client in addition to the remedies  available under this Agreement. EFS acknowledges and agrees that to the extent EFS has followed the approval process as  outlined in this Exhibit 9 with respect to EFS Produced Merchandise, EFS shall have had notice of any non-approval, non- conformance and/or unacceptability thereof.    6. Client shall have final approval with respect to the following elements of the Products: (i) selection of Client's images for use  on such Merchandise; (ii) manipulation and adaptation of the Playboy Marks for reproduction on such Merchandise; (iii)  approval of strike offs or other pre-production samples as the parties may agree; and (iv) approval of actual materials to be  used for manufacture of such Merchandise.    7. It is specifically agreed by EFS that there shall be no approval by default. No product may be manufactured unless there is a  written approval by Client.

43

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





  Exhibit 10  Payments and Fees    *****

44

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   Exhibit 11  Location-Based Entertainment Partners      Playboy Club at the Palms Casino Resort  Playboy Mansion at Macao Studio City

45

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   Exhibit 12  Time & Action Calendar





EFS Transition Key Dates  Date  Contract Signing 1/15/2008  Shipping & Receiving  IRI to Prepare Inventory for Shipment Week of 1/21/2008  3 Stages  60 Days + Week of 1/28/2008  Majority of Inventory Week of 2/11/2008  Final Shipment Week of 3/1/2008  EFS to Receive Inventory

Customer Service  Transfer of 800 numbers 2/15/2008  Test Orders 2/18/2008-2/23/2008  Create Live Chat 2/15/2008  Turn on phone Lines 3/1/2008  IRI terminates taking returns 6/1/2008  Turn off IRI CS Lines 6/1/2008

Site Development  Recreation of current store design 1/1/2008-2/15/2008  Site Testing 2/23/2008  Change DNS from current Host 2/1/2008  Point DNS to new EFS IP 2/27/2008  Go Live 3/1/2008

Other IT  Abacus/Epsilon Integration 1/1/2008-2/15/2008

PLAYBOY/BUNNY SHOP Summer Catalog 2008  START END  PRODUCTION SCHEDULE  Style Out 11/27/2007 Merchandiser  Samples due Final 12/5/2007  Photography 12/10/2007 12/14/2007 Complete  tabletop pre pro 12/7/2007  TableTop Photography 12/10/2007 12/17/2007 Creative  Page Building 12/12/2007 12/25/2007 Creative  Selects Review 1/3/2008 Mktng/Merch/Crtve  Proof One 1/7/2008 1/11/2008 Mktng/Merch  Proof one Revisions 1/14/2008 1/16/2008 Creative  Proof Two 1/16/2008 1/23/2008 Mktng/Merch  Final Proof 1/28/2008 2/1/2008 Mktng/Merch  Release Pages 2/4/2008 2/8/2008 Separator

46

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009







          47

Proof Separations 2/11/2008 2/15/2008 Creative/Separator  Files DUE to Printer 2/21/2008 Separator  Printer Proofs DUE 2/22/2008 Printer  Correction Due to Printer 2/22/2008 Creative  ON PRESS 2/25/2008 Printer  PRINTING SCHEDULES  Paper DUE (40 Days Prior) 2/20/2008 Creative  Print Order/Distrib. info Due 2/17/2008 Creative/Mktng  Process Tapes DUE 2/21/2008 Marketing  Postal DUE 3/6/2008 Marketing  Order Form DUE 2/19/2008 Creative  Begin Bindery 2/26/2006 3/2/2006 Printer  DROP 1-IN HOME 3/19/2008 3/21/2008 Printer  DROP 2-IN HOME 4/23/2008 4/25/2008 Printer  DROP 3-IN HOME 5/21/2008 5/23/2008

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
Output: EFS shall maintain at all times during the Term of this Agreement insurance as provided below and  shall name Client, its parent company, subsidiaries and affiliated entities and their respective officers, directors, shareholders,  agents and employees as additional insureds to the extent of indemnity provided herein under its liability policies as follows:     (i) Commercial general liability insurance including premises/operations, broad form property damage,  independent contractors, and contractual liability covering EFS' obligations hereunder for bodily injury and property damage, with  a combined single limit of not less than $1,000,000 each occurrence and $6,000,000 umbrella coverage;     (ii) Workers' compensation insurance in statutory amounts covering EFS and its employees; and     (iii) Errors and omissions insurance, and employer's liability insurance in an amount not less than  $1,000,000 per accident/disease.