[LOGO] PLAYBOY ENTERPRISES, INC.                     INTEROFFICE CORRESPONDENCE
       DATE:     September 12, 1994
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       TO:       Tony Lynn
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       FROM:     Christie Hefner
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       SUBJECT:  Employment Agreement
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Tony, this will confirm our agreement to amend your employment agreement dated
May 21, 1992 as follows:

1.   The Employment Term will be extended for one additional year (through
     June 30, 1997).

2.   Your Basic Compensation for the additional year will be $525,000.

3.   The Profits Base on which your Contingent Compensation will be computed
     will be $2.35 million.

4.   If your employment is terminated by the Company without cause at any time
     after July 1, 1994, then the amount payable to you under Paragraph
     12.D.(iii) of your Employment Agreement on account of such termination
     shall be a lump sum amount equal to the greater of: (x) if the effective
     date of such termination is prior to June 30, 1995, the aggregate amount of
     the annual Basic Compensation otherwise payable to you under your
     Employment Agreement for the period between the effective date of such
     termination and July 1, 1996; or (y) if the effective date of such
     termination is after June 30, 1995 and prior to June 30, 1996, the
     aggregate amount of the annual Basic Compensation otherwise payable to you
     under your Employment Agreement for the 12-month period beginning on the
     first day of the calendar month next following such effective date of such
     termination; or (z) if the effective date of such termination is after June
     30, 1996, the aggregate amount of $525,000.

Except as modified above, all of the other terms and conditions of your
agreement will remain as is.

If this is acceptable to you, please sign, date and return the enclosed copy of
this memo.

     ACCEPTED AND AGREED TO:

       /s/ Anthony J. Lynn
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     Anthony J. Lynn

     Date September 15, 1994
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