PLAYBOY ENTERPRISES, INC.
                      THIRD AMENDMENT TO CREDIT AGREEMENT



Harris Trust and Savings Bank
Chicago, Illinois

LaSalle National Bank
Chicago, Illinois

Ladies and Gentlemen:

     Reference is hereby made to the Credit Agreement dated as of February 10,
1995, as amended by the First Amendment to Credit Agreement dated as of March
31, 1995 (said Credit Agreement as so amended being referred to herein as the
"Credit Agreement") currently in effect by and among, Playboy Enterprises, Inc.,
a Delaware corporation (the "Company"), and you (the "Lenders"). All capitalized
terms used herein without definition shall have the same meanings herein as such
terms have in the Credit Agreement.

     The Company hereby applies to the Lenders to amend the definition of
Applicable Margin and the Lenders are willing to do so under the terms and
conditions set forth in this Amendment.

1.   AMENDMENT.

     Upon the satisfaction of the conditions precedent set forth in Section 2
hereof, effective as of July 8, 1997, the definition of "Applicable Margin"
appearing in Section 5.1 of the Credit Agreement is hereby amended and as so
amended shall be restated in its entirety to read as follows:

          "'Applicable Margin' means 0% with respect to the Domestic
          Rate Portion of the Notes and 1.75% with respect to each
          LIBOR Portion of the Notes."

2.   CONDITIONS PRECEDENT.

     The effectiveness of this Amendment is subject to the satisfaction of all
of the following conditions precedent:

     2.01. The Company, the Agent and the Lenders shall have executed and
delivered this Amendment.

     2.02. No Default or Event of Default shall have occurred and be continuing
as of the date this Amendment would otherwise take effect.

<PAGE>

     2.03. Legal matters incident to the execution and delivery of this
Amendment shall be satisfactory to the Lenders and their counsel.

     Upon the satisfaction of the above conditions precedent, this Amendment
shall be effective as of July 8, 1997.

3.   REPRESENTATIONS.

     In order to induce the Lenders to execute and deliver this Amendment, the
Company hereby represents to the Lenders that as of the date hereof, the
representations and warranties set forth in Section 6 of the Credit Agreement
are and shall be and remain true and correct (except that for purposes of this
paragraph, (i) the representations contained in Section 6.3 shall be deemed to
include this Amendment as and when it refers to Loan Documents and (ii) the
representations contained in Section 6.5 shall be deemed to refer to the most
recent financial statements of the Company delivered to the Lenders) and the
Company is in full compliance with all of the terms and conditions of the Credit
Agreement and no Default or Event of Default has occurred and is continuing
under the Credit Agreement or shall result after giving effect to this
Amendment.

4.   MISCELLANEOUS.

     4.01. The Company acknowledges and agrees that all of the Collateral
Documents to which it is a party remain in full force and effect for the benefit
and security of, among other things, the Revolving Credit as modified hereby.
The Company further acknowledges and agrees that all references in such
Collateral Documents to the Revolving Credit shall be deemed a reference to the
Revolving Credit as so modified. The Company further agrees to execute and
deliver any and all instruments or documents as may be required by the Agent or
Required Lenders to confirm any of the foregoing.

     4.02. Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
the Notes, or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to or
with respect to the Credit Agreement, any reference in any of such items to the
Credit Agreement being sufficient to refer to the Credit Agreement as amended
hereby.

     4.03. This Amendment may be executed in any number of counterparts, and by
the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.

                                      -2-
<PAGE>

     Dated as of September 11, 1997 but effective as of July 8, 1997.

                                             PLAYBOY ENTERPRISES, INC.


                                             By /s/ Linda Havard
                                               ---------------------------------
                                               Its  CFO
                                                  ------------------------------

     Each of the undersigned acknowledges and agrees that while the following is
not required, each confirms that: (i) all of the Collateral Documents to which
it is a party remain in full force and effect for the benefit and security of,
among other things, the Revolving Credit as modified hereby; (ii) all references
in such Collateral Documents to the Credit Agreement shall be deemed a reference
to the Credit Agreement as amended hereby; (iii) each of the undersigned will
continue to execute and deliver any and all instruments or documents as may be
required by the Agent or Required Lenders to confirm any of the foregoing.

                                             PLAYBOY ENTERTAINMENT GROUP, INC.

                                             By /s/ Robert D. Campbell
                                               ---------------------------------
                                               Its  Treasurer
                                                  ------------------------------

                                             CRITICS' CHOICE VIDEO, INC.

                                             By /s/ Robert D. Campbell
                                               ---------------------------------
                                               Its  Treasurer
                                                  ------------------------------

                                             LIFESTYLE BRANDS, LTD.

                                             By /s/ Robert D. Campbell
                                               ---------------------------------
                                               Its  Treasurer
                                                  ------------------------------

     Accepted and agreed to in Chicago, Illinois as of the date and year last
above written.

                                             HARRIS TRUST AND SAVINGS BANK

                                             By /s/ Scott F. Geik
                                               ---------------------------------
                                               Its  Vice President
                                                  ------------------------------

                                             LASALLE NATIONAL BANK

                                             By /s/ Robert Kastenholz
                                               ---------------------------------
                                                Its Group Senior Vice President
                                                   -----------------------------

                                      -3-

Source: OneCLE Business Contracts.