AMENDMENT NO. 1 TO PLAYBOY.COM, INC. PROMISSORY NOTE

                                                               February 15, 2001

      WHEREAS, on December 29, 2000, Playboy.com, a Delaware corporation (the
"Company") issued a promissory note (the "Note"), pursuant to which it promised
to pay to the order of Hugh M. Hefner, an individual (the "Holder"), the
principal amount of FIVE MILLION Dollars ($5,000,000), together with interest
incurred thereon, as therein provided;

      WHEREAS, the Note provided that, except as otherwise provided therein, all
principal and interest accrued and unpaid thereunder shall become due sixty (60)
days from the date thereof (the "Maturity Date");

      WHEREAS, the Company and the Holder have determined that it is advisable
and in their best interests to amend the Note to extend the Maturity Date an
additional 90 days, as provided herein;

      NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the Company and the
Holder hereby agree as follows:

      1. Section 2 of the Note is hereby deleted in its entirety and replaced
with the following:

      "2. REPAYMENT. Except as otherwise provided herein, all principal and
      interest accrued and unpaid hereunder shall become due one hundred and
      fifty (150) days from the date hereof (the "Maturity Date"), and shall be
      payable by the Company to the Holder in full on the Maturity Date;
      provided that, this Note may be repaid in whole or in part by the Company
      without penalty or premium at any time and from time to time prior to the
      Maturity Date. This Note shall be paid without deduction by reason of any
      set-off, defense or counterclaim of the Company. If any payment due
      hereunder shall become due on a Saturday, Sunday or legal holiday under
      the laws of the State of New York, such payment shall be made on the next
      succeeding business day in New York."

      2. The Company and the Holder hereby acknowledge and agree that this
Amendment No. 1 constitutes a valid amendment of the Note pursuant to Section 11
thereof. This Amendment No. 1 may be executed and delivered (including by
facsimile transmission) in any number of counterparts, and by the different
parties hereto in separate counterparts, each of which when executed and
delivered shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement. Except to the extent necessary to
implement the change set forth above, the Note shall remain unmodified and in
full force and effect. This Amendment No. 1 shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of New York, without giving effect to the conflict of law provisions
thereof.

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      IN WITNESS WHEREOF, the Company and the Holder have caused this Amendment
No. 1 to be signed on the date first set forth above.

                                        PLAYBOY.COM, INC.


                                        By: s/Lawrence Lux
                                            ------------------------------------
                                        Lawrence Lux, President


                                        s/Hugh M. Hefner
                                        ----------------------------------------
                                        HUGH M. HEFNER

Source: OneCLE Business Contracts.