AMENDMENT NO. 2 TO PLAYBOY.COM, INC. PROMISSORY NOTE
                                       AND
                   ACKNOWLEDGEMENT OF SUBORDINATION AGREEMENT

                                                                   March 7, 2001

      WHEREAS, on December 29, 2000, Playboy.com, a Delaware corporation (the
"Company") issued a promissory 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, on February 15, 2001, the Company and the Holder entered into
Amendment No. 1 to the note (such note, as so amended, the "Note"), which
provided that, except as otherwise provided therein, all principal and interest
accrued and unpaid thereunder shall become due one hundred fifty (150) days from
December 29, 2000;

      WHEREAS, the Company and the Holder have determined that it is advisable
and in their best interests to amend the Note to further extend the maturity
date 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 on September 27, 2002 (the
"Maturity Date"), and shall be payable by the Company to the Holder in full on
the Maturity Date; provided that,

      (a) 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; and

      (b) in the event that the Company has raised amounts representing net cash
      proceeds ("Additional Amounts") in excess of the *** in accordance with
      and as contemplated by Section 2 of the Senior Convertible Promissory
      Note, dated as of the date hereof, issued by the Company to Lifford
      International Co. Ltd. ("Lifford") as holder, then upon the raising of
      such Additional Amounts, principal and interest accrued and unpaid
      hereunder in an amount equal to the Additional Amounts, minus any required
      payments to Playboy Enterprises, Inc. under its credit agreement, shall be
      due and payable hereunder on the later of May 28, 2001 and the date of the
      consummation of the raising of such Additional Amounts (and the Maturity
      Date, with respect to such amount, shall be such date), with the balance
      of the principal and interest accrued and unpaid hereunder remaining due
      on 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."

<PAGE>

2. The Company and the Holder hereby acknowledge and agree that this Amendment
No. 2 constitutes a valid amendment of the Note pursuant to Section 11 thereof.
This Amendment No. 2 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. 2 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. This amendment
(and all prior amendments) shall constitute an allonge to the Note and shall be
affixed thereto so as to become a part thereof.

3. For the avoidance of doubt, Holder hereby acknowledges that Holder has,
concurrently herewith, entered into a Subordination Agreement, by and among
Holder, the Company and Lifford pursuant to which, in accordance with the terms
set forth therein, Holder has agreed to subordinate indebtedness of the Company
owing to Holder to indebtedness of the Company owing to Lifford.

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                                       2
<PAGE>

            IN WITNESS WHEREOF, the Company and the Holder have caused this
Amendment No. 2 and Acknowledgement to be signed on the date first set forth
above.


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

                                    SOLELY WITH RESPECT TO THE
                                    PROVISIONS OF SECTION 1 AND 2

                                    PLAYBOY.COM, INC.


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

Source: OneCLE Business Contracts.