PLAYBOY.COM, INC.
                            2000 STOCK INCENTIVE PLAN



                                  ARTICLE ONE

                               GENERAL PROVISIONS


         I.       PURPOSE OF THE PLAN

         This 2000 Stock Incentive Plan is intended to promote the interests of
Playboy.com, Inc., a Delaware corporation, by providing eligible persons with
the opportunity to acquire a proprietary interest, or otherwise increase their
proprietary interest, in the Corporation as an incentive for them to remain in
the service of the Corporation.

         Capitalized terms shall have the meanings assigned to such terms in the
attached Appendix.

         II.      STRUCTURE OF THE PLAN

         A. The Plan shall be divided into two separate equity incentive
programs:

                  (i) the Discretionary Option Grant Program under which
         eligible persons may, at the discretion of the Committee, be granted
         options to purchase shares of Common Stock, and

                  (ii) the Stock Issuance Program under which eligible persons
         may, at the discretion of the Committee, be issued shares of Common
         Stock directly, either through the immediate purchase of such shares or
         as a bonus for services rendered the Corporation (or any Parent or
         Subsidiary).

         B. The provisions of Articles One and Four shall apply to all equity
programs under the Plan and shall govern the interests of all persons under the
Plan.

         III.     ADMINISTRATION OF THE PLAN

         A. The Plan shall be administered by the Committee.

         B. The Committee shall have full power and authority subject to the
provisions of the Plan:

                  (i) to establish such rules as it may deem appropriate for
         proper administration of the Plan, to make all factual determinations,
         to construe and interpret the provisions of the Plan and the awards
         thereunder and to resolve any and all ambiguities thereunder;


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                  (ii) to determine, with respect to awards made under the
         Discretionary Option Grant and Stock Issuance Programs, which eligible
         persons are to receive such awards, the time or times when such awards
         are to be made, the number of shares to be covered by each such award,
         the vesting schedule (if any) applicable to the award, the status of a
         granted option as either an Incentive Option or a Non-Statutory Option
         and the maximum term for which the option is to remain outstanding;

                  (iii) to amend, modify or cancel any outstanding award with
         the consent of the holder or accelerate the vesting of such award; and

                  (iv) to take such other discretionary actions as permitted
         pursuant to the terms of the applicable program.

Decisions of the Committee within the scope of its administrative functions
under the Plan shall be final and binding on all parties.

         C. Members of the Committee shall serve for such period of time as the
Board may determine and may be removed by the Board at any time.

         D. Service on the Committee shall constitute service as a Board member,
and members of the Committee shall accordingly be entitled to full
indemnification and reimbursement as Board members for their service on such
committee. No member of the Committee shall be liable for any act or omission
made in good faith with respect to the Plan or any options or stock issuances
under the Plan.

         IV.      ELIGIBILITY

         A. The persons eligible to participate in the Plan are as follows:

                  (i) Employees,

                  (ii)  non-employee  members  of  the  Board  or the  board  of
         directors of any Parent or Subsidiary, and

                  (iii) consultants and other independent advisors who provide
         services to the Corporation (or any Parent or Subsidiary).

         V.       STOCK SUBJECT TO THE PLAN

         A. The stock issuable under the Plan shall be shares of authorized but
unissued or reacquired Common Stock, including shares repurchased by the
Corporation on the open market. The maximum number of shares of Common Stock
initially reserved for issuance over the term of the Plan shall not exceed Four
Million (4,000,000) shares.

         B. The number of shares of Common Stock available for issuance under
the Plan shall automatically increase on the first trading day of January each
calendar year during the term of the Plan, beginning with the calendar year
2001, by an amount equal to three percent (3%) of the total number of shares of
Common Stock outstanding on the last trading day in



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December of the immediately preceding calendar year, but in no event shall such
annual increase exceed Six Hundred Thousand (600,000) shares.

         C. No one person participating in the Plan may receive options,
separately exercisable stock appreciation rights and direct stock issuances for
more than One Million (1,000,000) shares of Common Stock in the aggregate per
calendar year.

         D. Shares of Common Stock subject to outstanding options shall be
available for subsequent issuance under the Plan to the extent those options
expire, terminate or are cancelled for any reason prior to exercise in full.
Unvested shares issued under the Plan and subsequently repurchased by the
Corporation, at the original exercise or issue price paid per share, pursuant to
the Corporation's repurchase rights under the Plan shall be added back to the
number of shares of Common Stock reserved for issuance under the Plan and shall
accordingly be available for reissuance through one or more subsequent options
or direct stock issuances under the Plan. However, should the exercise price of
an option under the Plan be paid with shares of Common Stock or should shares of
Common Stock otherwise issuable under the Plan be withheld by the Corporation in
satisfaction of the withholding taxes incurred in connection with the exercise
of an option or the vesting of a stock issuance under the Plan, then the number
of shares of Common Stock available for issuance under the Plan shall be reduced
by the gross number of shares for which the option is exercised or which vest
under the stock issuance, and not by the net number of shares of Common Stock
issued to the holder of such option or stock issuance. Shares of Common Stock
underlying one or more stock appreciation rights exercised under the Plan shall
not be available for subsequent issuance.

         E. If any change is made to the Common Stock by reason of any stock
split, stock dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a class without
the Corporation's receipt of consideration, appropriate adjustments shall be
made to (i) the maximum number and/or class of securities issuable under the
Plan, (ii) the number and/or class of securities by which the share reserve is
to increase each calendar year pursuant to the automatic share increase
provisions of the Plan, (iii) the number and/or class of securities for which
any one person may be granted options, separately exercisable stock appreciation
rights and direct stock issuances under the Plan per calendar year and (iv) the
number and/or class of securities and the exercise price per share in effect
under each outstanding option under the Plan. Such adjustments to the
outstanding options are to be effected in a manner which shall preclude the
enlargement or dilution of rights and benefits under such options. The
adjustments determined by the Committee shall be final, binding and conclusive.







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<PAGE>


                                  ARTICLE TWO

                       DISCRETIONARY OPTION GRANT PROGRAM


         I.       OPTION TERMS

                  Each option shall be evidenced by one or more documents in the
form approved by the Committee; provided, however, that each such document shall
comply with the terms  specified  below.  Each document  evidencing an Incentive
Option shall,  in addition,  be subject to the provisions of the Plan applicable
to such options.

         A.       EXERCISE PRICE.

         1. The exercise price per share shall be fixed by the Committee at the
time of the option grant and may be less than, equal to or greater than the Fair
Market Value per share of Common Stock on the option grant date.

         2. The exercise price shall become immediately due upon exercise of the
option and shall, subject to the provisions of Section II of Article Four and
the documents evidencing the option, be payable in cash or check made payable to
the Corporation. Following the Section 12 Registration Date, the exercise price
may be paid also in one or more of the following forms:

                  (i) shares of Common Stock held for the requisite period
         necessary to avoid a charge to the Corporation's earnings for financial
         reporting purposes and valued at Fair Market Value on the Exercise
         Date, or

                  (ii) to the extent the option is exercised for vested shares,
         through a special sale and remittance procedure pursuant to which the
         Optionee shall concurrently provide irrevocable instructions to (a) a
         Corporation-designated brokerage firm to effect the immediate sale of
         the purchased shares and remit to the Corporation, out of the sale
         proceeds available on the settlement date, sufficient funds to cover
         the aggregate exercise price payable for the purchased shares plus all
         applicable Federal, state and local income and employment taxes
         required to be withheld by the Corporation by reason of such exercise
         and (b) the Corporation to deliver the certificates for the purchased
         shares directly to such brokerage firm in order to complete the sale.

         Except to the extent such sale and remittance procedure is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.

         B. EXERCISE AND TERM OF OPTIONS. Each option shall be exercisable at
such time or times, during such period and for such number of shares as shall be
determined by the Committee and set forth in the documents evidencing the
option. However, no option shall have a term in excess of ten (10) years
measured from the option grant date.



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<PAGE>

                  C.       CESSATION OF SERVICE.


         1. The following provisions shall govern the exercise of any options
outstanding at the time of the Optionee's cessation of Service or death:

                  (i) Any option outstanding at the time of the Optionee's
         cessation of Service for any reason shall remain exercisable for such
         period of time thereafter as shall be determined by the Committee and
         set forth in the documents evidencing the option, but no such option
         shall be exercisable after the expiration of the option term.

                  (ii) Any option exercisable in whole or in part by the
         Optionee at the time of death may be subsequently exercised by his or
         her Beneficiary.

                  (iii) During the applicable post-Service exercise period, the
         option may not be exercised in the aggregate for more than the number
         of vested shares for which the option is exercisable on the date of the
         Optionee's cessation of Service. Upon the expiration of the applicable
         exercise period or (if earlier) upon the expiration of the option term,
         the option shall terminate and cease to be outstanding for any vested
         shares for which the option has not been exercised. However, the option
         shall, immediately upon the Optionee's cessation of Service, terminate
         and cease to be outstanding to the extent the option is not otherwise
         at that time exercisable for vested shares.

                  (iv) Should the Optionee's Service be terminated for
         Misconduct or should the Optionee engage in Misconduct while his or her
         options are outstanding, then all such options shall terminate
         immediately and cease to be outstanding.

         2. The Committee shall have complete discretion, exercisable either at
the time an option is granted or at any time while the option remains
outstanding:

                  (i) to extend the period of time for which the option is to
         remain exercisable following the Optionee's cessation of Service to
         such period of time as the Committee shall deem appropriate, but in no
         event beyond the expiration of the option term, and/or

                  (ii) to permit the option to be exercised, during the
         applicable post-Service exercise period, for one or more additional
         installments in which the Optionee would have vested had the Optionee
         continued in Service.

         D. STOCKHOLDER RIGHTS. The holder of an option shall have no
stockholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become a
holder of record of the purchased shares.

         E. REPURCHASE RIGHTS. The Committee shall have the discretion to grant
options which are exercisable for unvested shares of Common Stock. Should the
Optionee cease Service while holding such unvested shares, the Corporation shall
have the right to repurchase, at



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<PAGE>

the exercise price paid per share, any or all of those unvested shares. The
terms upon which such repurchase right shall be exercisable (including the
period and procedure for exercise and the appropriate vesting schedule for the
purchased shares) shall be established by the Committee and set forth in the
document evidencing such repurchase right.

         F. LIMITED TRANSFERABILITY OF OPTIONS. During the lifetime of the
Optionee, Incentive Options shall be exercisable only by the Optionee and shall
not be assignable or transferable other than by will or by the laws of
inheritance following the Optionee's death. Non-Statutory Options shall be
subject to the same restrictions, except that a Non-Statutory Option may, to the
extent permitted by the Committee, be assigned in whole or in part during the
Optionee's lifetime (i) as a gift to one or more members of the Optionee's
immediate family, to a trust in which Optionee and/or one or more such family
members hold more than fifty percent (50%) of the beneficial interest or to an
entity in which more than fifty percent (50%) of the voting interests are owned
by one or more such family members or (ii) pursuant to a domestic relations
order. The terms applicable to the assigned portion shall be the same as those
in effect for the option immediately prior to such assignment and shall be set
forth in such documents issued to the assignee as the Committee may deem
appropriate.

         Notwithstanding the foregoing, the Optionee may also designate one or
more persons as the beneficiary or beneficiaries of his or her outstanding
options, and those options shall, in accordance with such designation,
automatically be transferred to such beneficiary or beneficiaries upon the
Optionee's death while holding those options. Such beneficiary or beneficiaries
shall take the transferred options subject to all the terms and conditions of
the applicable agreement evidencing each such transferred option, including
(without limitation) the limited time period during which the option may be
exercised following the Optionee's death.

                  II.      INCENTIVE OPTIONS

         The terms specified below shall be applicable to all Incentive Options.
Except as modified by the provisions of this Section II, all the provisions of
Articles One, Two and Six shall be applicable to Incentive Options. Options
which are specifically designated as Non-Statutory Options when issued under the
Plan shall not be subject to the terms of this Section II.

         A. ELIGIBILITY. Incentive Options may only be granted to Employees.

         B. EXERCISE PRICE. The exercise price per share shall not be less than
one hundred percent (100%) of the Fair Market Value per share of Common Stock on
the option grant date.

         C. DOLLAR LIMITATION. The aggregate Fair Market Value of the shares of
Common Stock (determined as of the respective date or dates of grant) for which
one or more options granted to any Employee under the Plan (or any other option
plan of the Corporation or any Parent or Subsidiary) may for the first time
become exercisable as Incentive Options during any one calendar year shall not
exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the
Employee holds two (2) or more such options which become exercisable for the
first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options shall be applied on the
basis of the order in which such options are granted.



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<PAGE>

         D. 10% STOCKHOLDER. If any Employee to whom an Incentive Option is
granted is a 10% Stockholder, then the exercise price per share shall not be
less than one hundred ten percent (110%) of the Fair Market Value per share of
Common Stock on the option grant date, and the option term shall not exceed five
(5) years measured from the option grant date.

                  III.     CHANGE IN CONTROL/HOSTILE TAKE-OVER

         A. Each option outstanding at the time of a Change in Control but not
otherwise fully-vested shall automatically accelerate so that each such option
shall, immediately prior to the effective date of the Change in Control, become
exercisable for all of the shares of Common Stock at the time subject to that
option and may be exercised for any or all of those shares as fully-vested
shares of Common Stock. However, an outstanding option shall not so accelerate
if and to the extent: (i) such option is, in connection with the Change in
Control, assumed or otherwise continued in full force and effect by the
successor corporation (or parent thereof) pursuant to the terms of the Change in
Control, (ii) such option is replaced with a cash incentive program of the
successor corporation which preserves the spread existing at the time of the
Change in Control on the shares of Common Stock for which the option is not
otherwise at that time exercisable and provides for subsequent payout in
accordance with the same vesting schedule applicable to those option shares or
(iii) the acceleration of such option is subject to other limitations imposed by
the Committee at the time of the option grant. Each option outstanding at the
time of the Change in Control shall terminate as provided in Section III.C. of
this Article Two.

         B. All outstanding repurchase rights shall also terminate
automatically, and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, in the event of any Change in Control, except to
the extent: (i) those repurchase rights are assigned to the successor
corporation (or parent thereof) or otherwise continue in full force and effect
pursuant to the terms of the Change in Control or (ii) such accelerated vesting
is precluded by other limitations imposed by the Committee at the time the
repurchase right is issued.

         C. Immediately following the consummation of the Change in Control, all
outstanding options shall terminate and cease to be outstanding, except to the
extent assumed by the successor corporation (or parent thereof) or otherwise
expressly continued in full force and effect pursuant to the terms of the Change
in Control.

         D. Each option which is assumed in connection with a Change in Control
shall be appropriately adjusted, immediately after such Change in Control, to
apply to the number and class of securities which would have been issuable to
the Optionee in consummation of such Change in Control had the option been
exercised immediately prior to such Change in Control. Appropriate adjustments
to reflect such Change in Control shall also be made to (i) the exercise price
payable per share under each outstanding option, provided the aggregate exercise
price payable for such securities shall remain the same, (ii) the maximum number
and/or class of securities available for issuance over the remaining term of the
Plan and (iii) the maximum number and/or class of securities for which any one
person may be granted options, separately exercisable stock appreciation rights
and direct stock issuances under the Plan per calendar year. To the extent the
actual holders of the outstanding Common Stock receive cash consideration for
their Common Stock in consummation of the Change in Control, the successor
corporation may,



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<PAGE>

in connection with the assumption of the outstanding options, substitute one or
more shares of its own common stock with a fair market value equivalent to the
cash consideration paid per share of Common Stock in such Change in Control.

         E. The Committee may at any time provide that one or more options will
automatically accelerate in connection with a Change in Control, whether or not
those options are assumed or otherwise continued in full force and effect
pursuant to the terms of the Change in Control. Any such option shall
accordingly become exercisable, immediately prior to the effective date of such
Change in Control, for all of the shares of Common Stock at the time subject to
that option and may be exercised for any or all of those shares as fully-vested
shares of Common Stock. In addition, the Committee may at any time provide that
one or more of the Corporation's repurchase rights shall not be assignable in
connection with such Change in Control and shall terminate upon the consummation
of such Change in Control.

         F. The Committee may at any time provide that one or more options will
automatically accelerate upon an Involuntary Termination of the Optionee's
Service within a designated period (not to exceed eighteen (18) months)
following the effective date of any Change in Control in which those options do
not otherwise accelerate. Any options so accelerated shall remain exercisable
for fully-vested shares until the earlier of (i) the expiration of the option
term or (ii) the expiration of the one (1) year period measured from the
effective date of the Involuntary Termination. In addition, the Committee may at
any time provide that one or more of the Corporation's repurchase rights shall
immediately terminate upon such Involuntary Termination.

         G. The Committee may at any time provide that one or more options will
automatically accelerate in connection with a Hostile Take-Over. Any such option
shall become exercisable, immediately prior to the effective date of such
Hostile Take-Over, for all of the shares of Common Stock at the time subject to
that option and may be exercised for any or all of those shares as fully-vested
shares of Common Stock. In addition, the Committee may at any time provide that
one or more of the Corporation's repurchase rights shall terminate automatically
upon the consummation of such Hostile Take-Over. Alternatively, the Committee
may condition such automatic acceleration and termination upon an Involuntary
Termination of the Optionee's Service within a designated period (not to exceed
eighteen (18) months) following the effective date of such Hostile Take-Over.
Each option so accelerated shall remain exercisable for fully-vested shares
until the expiration or sooner termination of the option term.

         H. The portion of any Incentive Option accelerated in connection with a
Change in Control or Hostile Take Over shall remain exercisable as an Incentive
Option only to the extent the applicable One Hundred Thousand Dollar ($100,000)
limitation is not exceeded. To the extent such dollar limitation is exceeded,
the accelerated portion of such option shall be exercisable as a Non-Statutory
Option under the Federal tax laws.

                  IV.      STOCK APPRECIATION RIGHTS

         The Committee may, subject to such conditions as it may determine,
grant to selected Optionees stock appreciation rights which will allow the
holders of those rights to elect between the exercise of the underlying option
for shares of Common Stock and the surrender of



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<PAGE>

that option in exchange for a distribution from the Corporation in an amount
equal to the excess of (a) the Option Surrender Value of the number of shares
for which the option is surrendered over (b) the aggregate exercise price
payable for such shares. The distribution may be made in shares of Common Stock
valued at Fair Market Value on the option surrender date, in cash, or partly in
shares and partly in cash, as the Committee shall in its sole discretion deem
appropriate.



















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                                 ARTICLE THREE

                             STOCK ISSUANCE PROGRAM


         I.       STOCK ISSUANCE TERMS

         Shares of Common Stock may be issued under the Stock Issuance Program
through direct and immediate issuances without any intervening options. Shares
of Common Stock may also be issued under the Stock Issuance Program pursuant to
share right awards which entitle the recipients to receive those shares upon the
attainment of designated performance goals or Service requirements. Each such
award shall be evidenced by one or more documents which comply with the terms
specified below.

         A.       Purchase Price.

         1. The purchase price per share of Common Stock subject to direct
issuance shall be fixed by the Committee and may be less than, equal to or
greater than the Fair Market Value per share of Common Stock on the issue date.

         2. Subject to the provisions of Section II of Article Four, shares of
Common Stock may be issued under the Stock Issuance Program for any of the
following items of consideration which the Committee may deem appropriate in
each individual instance:

                  (i) cash or check made payable to the Corporation, or

                  (ii) past services rendered to the Corporation (or any Parent
         or Subsidiary).

         B.       VESTING/ISSUANCE PROVISIONS.

         1. The Committee may issue shares of Common Stock which are fully and
immediately vested upon issuance or which are to vest in one or more
installments over the Participant's period of Service or upon attainment of
specified performance objectives. Alternatively, the Committee may issue share
right awards which shall entitle the recipient to receive a specified number of
vested shares of Common Stock upon the attainment of one or more performance
goals or Service requirements established by the Committee.

         2. Any new, substituted or additional securities or other property
(including money paid other than as a regular cash dividend) which the
Participant may have the right to receive with respect to his or her unvested
shares of Common Stock by reason of any stock dividend, stock split,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation's
receipt of consideration shall be issued subject to (i) the same vesting
requirements applicable to the Participant's unvested shares of Common Stock and
(ii) such escrow arrangements as the Committee shall deem appropriate.


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<PAGE>

         3. The Participant shall have full stockholder rights with respect to
the issued shares of Common Stock, whether or not the Participant's interest in
those shares is vested. Accordingly, the Participant shall have the right to
vote such shares and to receive any regular cash dividends paid on such shares.

         4. Should the Participant cease to remain in Service while holding one
or more unvested shares of Common Stock, or should the performance objectives
not be attained with respect to one or more such unvested shares of Common
Stock, then those shares shall be immediately surrendered to the Corporation for
cancellation, and the Participant shall have no further stockholder rights with
respect to those shares. To the extent the surrendered shares were previously
issued to the Participant for consideration paid in cash or cash equivalent
(including the Participant's purchase-money indebtedness), the Corporation shall
repay to the Participant the cash consideration paid for the surrendered shares
and shall cancel the unpaid principal balance of any outstanding purchase-money
note of the Participant attributable to the surrendered shares.

         5. The Committee may waive the surrender and cancellation of one or
more unvested shares of Common Stock (or other assets attributable thereto)
which would otherwise occur upon the cessation of the Participant's Service or
the non-attainment of the performance objectives applicable to those shares.
Such waiver shall result in the immediate vesting of the Participant's interest
in the shares of Common Stock as to which the waiver applies. Such waiver may be
effected at any time, whether before or after the Participant's cessation of
Service or the attainment or non-attainment of the applicable performance
objectives.

         6. Outstanding share right awards shall automatically terminate, and no
shares of Common Stock shall actually be issued in satisfaction of those awards,
if the performance goals or Service requirements established for such awards are
not attained. The Committee, however, shall have the authority to issue shares
of Common Stock in satisfaction of one or more outstanding share right awards as
to which the designated performance goals or Service requirements are not
attained.

         II.      CHANGE IN CONTROL/HOSTILE TAKE-OVER

         A. All of the Corporation's outstanding repurchase rights shall
terminate automatically, and all the shares of Common Stock subject to those
terminated rights shall immediately vest in full, in the event of any Change in
Control, except to the extent (i) those repurchase rights are assigned to the
successor corporation (or parent thereof) or otherwise continue in full force
and effect pursuant to the terms of the Change in Control or (ii) such
accelerated vesting is precluded by other limitations imposed by the Committee
at the time the repurchase right is issued.

         B. The Committee may at any time provide for the automatic termination
of one or more of those outstanding repurchase rights and the immediate vesting
of the shares of Common Stock subject to those terminated rights upon (i) a
Change in Control or Hostile Take-Over or (ii) an Involuntary Termination of the
Participant's Service within a designated period (not to exceed eighteen (18)
months) following the effective date of any Change in Control or



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<PAGE>

Hostile Take-Over in which those repurchase rights are assigned to the successor
corporation (or parent thereof) or otherwise continue in full force and effect.

         III.     SHARE ESCROW/LEGENDS

         Unvested shares may, in the Committee's discretion, be held in escrow
by the Corporation until the Participant's interest in such shares vests or may
be issued directly to the Participant with restrictive legends on the
certificates evidencing those unvested shares.


















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<PAGE>

                                  ARTICLE FOUR

                                  MISCELLANEOUS


         I.       NO IMPAIRMENT OF AUTHORITY

         Outstanding awards shall in no way affect the right of the Corporation
to adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.

         II.      FINANCING

         The Committee may permit any Optionee or Participant to pay the option
exercise price under the Discretionary Option Grant Program or the purchase
price of shares issued under the Stock Issuance Program by delivering a
full-recourse, interest bearing promissory note payable in one or more
installments. The terms of any such promissory note (including the interest rate
and the terms of repayment) shall be established by the Committee in its sole
discretion. In no event may the maximum credit available to the Optionee or
Participant exceed the sum of (i) the aggregate option exercise price or
purchase price payable for the purchased shares (less the par value of such
shares) plus (ii) any Federal, state and local income and employment tax
liability incurred by the Optionee or the Participant in connection with the
option exercise or share purchase.

         III.     TAX WITHHOLDING

         A. The Corporation's obligation to deliver shares of Common Stock upon
the exercise of options or the issuance or vesting of such shares under the Plan
shall be subject to the satisfaction of all applicable Federal, state and local
income and employment tax withholding requirements.

         B. The Committee may, in its discretion, provide any or all holders of
Non-Statutory Options or unvested shares of Common Stock under the Plan with the
right to use shares of Common Stock in satisfaction of all or part of the
Withholding Taxes incurred by such holders in connection with the exercise of
their options or the vesting of their shares. Such right may be provided to any
such holder in either or both of the following formats:

         STOCK WITHHOLDING: The election to have the Corporation withhold, from
the shares of Common Stock otherwise issuable upon the exercise of such
Non-Statutory Option or the vesting of such shares, a portion of those shares
with an aggregate Fair Market Value equal to the percentage of the Withholding
Taxes (not to exceed one hundred percent (100%)) designated by the holder.

         STOCK DELIVERY: The election to deliver to the Corporation, at the time
the Non-Statutory Option is exercised or the shares vest, one or more shares of
Common Stock previously acquired by such holder (other than in connection with
the option exercise or share vesting triggering the Withholding Taxes) with an
aggregate Fair Market Value equal to the percentage of the Taxes (not to exceed
one hundred percent (100%)) designated by the holder.



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<PAGE>

         IV.      EFFECTIVE DATE AND TERM OF THE PLAN

         A. The Plan shall become effective immediately upon the Plan Effective
Date. Options may be granted under the Discretionary Option Grant Program at any
time on or after the Plan Effective Date. However, no options granted under the
Plan may be exercised, and no shares shall be issued under the Plan, until the
Plan is approved by the Corporation's stockholders. If such stockholder approval
is not obtained within twelve (12) months after the Plan Effective Date, then
all options previously granted under this Plan shall terminate and cease to be
outstanding, and no further options shall be granted and no shares shall be
issued under the Plan.

         B. The Plan shall terminate upon the earliest of (i) February 20,
2010, (ii) the date on which all shares available for issuance under the Plan
shall have been issued as fully-vested shares or (iii) the termination of all
outstanding options in connection with a Change in Control. Upon such plan
termination, all outstanding options and unvested stock issuances shall
thereafter continue to have force and effect in accordance with the
provisions of the documents evidencing such grants or issuances.

         V.       AMENDMENT OF THE PLAN

         A. The Board shall have complete and exclusive power and authority to
amend or modify the Plan in any or all respects. However, no such amendment or
modification shall adversely affect the rights and obligations with respect to
stock options or unvested stock issuances at the time outstanding under the Plan
unless the Optionee or the Participant consents to such amendment or
modification. In addition, certain amendments may require stockholder approval
pursuant to applicable laws or regulations.

         B. Options to purchase shares of Common Stock may be granted under the
Discretionary Option Grant Program and shares of Common Stock may be issued
under the Stock Issuance Program that are in each instance in excess of the
number of shares then available for issuance under the Plan, provided any excess
shares actually issued under those programs shall be held in escrow until there
is obtained stockholder approval of an amendment sufficiently increasing the
number of shares of Common Stock available for issuance under the Plan. If such
stockholder approval is not obtained within twelve (12) months after the date
the first such excess issuances are made, then (i) any unexercised options
granted on the basis of such excess shares shall terminate and cease to be
outstanding and (ii) the Corporation shall promptly refund to the Optionees and
the Participants the exercise or purchase price paid for any excess shares
issued under the Plan and held in escrow, together with interest (at the
applicable Short Term Federal Rate) for the period the shares were held in
escrow, and such shares shall thereupon be automatically cancelled and cease to
be outstanding.

         VI.      USE OF PROCEEDS

         Any cash proceeds received by the Corporation from the sale of shares
of Common Stock under the Plan shall be used for general corporate purposes.



                                       14
<PAGE>

         VII.     REGULATORY APPROVALS

         A. The implementation of the Plan, the granting of any stock option
under the Plan and the issuance of any shares of Common Stock (i) upon the
exercise of any granted option or (ii) under the Stock Issuance Program shall be
subject to the Corporation's procurement of all approvals and permits required
by regulatory authorities having jurisdiction over the Plan, the stock options
granted under it and the shares of Common Stock issued pursuant to it.

         B. No shares of Common Stock or other assets shall be issued or
delivered under the Plan unless and until there shall have been compliance with
all applicable requirements of Federal and state securities laws, including the
filing and effectiveness of the Form S-8 registration statement for the shares
of Common Stock issuable under the Plan, and all applicable listing requirements
of any stock exchange (or the Nasdaq National Market, if applicable) on which
Common Stock is then listed for trading.

         VIII.    NO EMPLOYMENT/SERVICE RIGHTS

         Nothing in the Plan shall confer upon the Optionee or the Participant
any right to continue in Service for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining such person) or of the
Optionee or the Participant, which rights are hereby expressly reserved by each,
to terminate such person's Service at any time for any reason, with or without
cause.













                                       15
<PAGE>

                                    APPENDIX


         The following definitions shall be in effect under the Plan:

         A. BENEFICIARY shall mean, in the event the Committee implements a
beneficiary designation procedure, the person designated by an Optionee or
Participant, pursuant to such procedure, to succeed to such person's rights
under any outstanding awards held by him or her at the time of death. In the
absence of such designation or procedure, the Beneficiary shall be the personal
representative of the estate of the Optionee or Participant or the person or
persons to whom the award is transferred by will or the laws of inheritance.

         B. BOARD shall mean the Corporation's Board of Directors.

         C. CHANGE IN CONTROL shall mean a change in ownership or control of the
Corporation effected through any of the following transactions:

                  (i) a merger, consolidation or reorganization approved by the
         Corporation's stockholders, unless securities representing more than
         fifty percent (50%) of the total combined voting power of the voting
         securities of the successor corporation are immediately thereafter
         beneficially owned, directly or indirectly and in substantially the
         same proportion, by the persons who beneficially owned the
         Corporation's outstanding voting securities immediately prior to such
         transaction,

                  (ii) any stockholder-approved transfer or other disposition of
         all or substantially all of the Corporation's assets, or

                  (iii) the acquisition, directly or indirectly by any person or
         related group of persons (other than the Corporation or a person that
         directly or indirectly controls, is controlled by, or is under common
         control with, the Corporation), of beneficial ownership (within the
         meaning of Rule 13d-3 of the 1934 Act) of securities possessing more
         than fifty percent (50%) of the total combined voting power of the
         Corporation's outstanding securities pursuant to a tender or exchange
         offer made directly to the Corporation's stockholders which the Board
         recommends such stockholders accept.

         D. CODE shall mean the Internal Revenue Code of 1986, as amended.

         E. COMMITTEE shall mean the committee of two (2) or more non-employee
Board members appointed by the Board to administer the Discretionary Option
Grant and Stock Issuance Programs and select the individuals eligible to
participate in the Salary Investment Option Grant Program.

         F. COMMON STOCK shall mean the Corporation's common stock.

         G. CORPORATION shall mean Playboy.com, Inc., a Delaware corporation,
and any corporate successor to all or substantially all of the assets or voting
stock of Playboy.com, Inc. which shall by appropriate action adopt the Plan.



                                       A-1
<PAGE>

         H. DISCRETIONARY OPTION GRANT PROGRAM shall mean the discretionary
option grant program in effect under the Plan.

         I. EMPLOYEE shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

         J. EXERCISE DATE shall mean the date on which the Corporation shall
have received written notice of the option exercise.

         K. FAIR MARKET VALUE per share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:

                  (i) If the Common Stock is at the time traded on the Nasdaq
         National Market, then the Fair Market Value shall be the closing
         selling price per share of Common Stock on the date in question, as
         such price is reported on the Nasdaq National Market or any successor
         system and in The Wall Street Journal. If there is no closing selling
         price for the Common Stock on the date in question, then the Fair
         Market Value shall be the closing selling price on the last preceding
         date for which such quotation exists.

                  (ii) If the Common Stock is at the time listed on any Stock
         Exchange, then the Fair Market Value shall be the closing selling price
         per share of Common Stock on the date in question on the Stock Exchange
         determined by the Committee to be the primary market for the Common
         Stock, as such price is officially quoted in the composite tape of
         transactions on such exchange and reported in The Wall Street Journal.
         If there is no closing selling price for the Common Stock on the date
         in question, then the Fair Market Value shall be the closing selling
         price on the last preceding date for which such quotation exists.

                  (iii) For purposes of any options made prior to the Section 12
         Registration Date, the Fair Market Value shall be determined by the
         Committee, after taking into account such factors as it deems
         appropriate.

        L. HOSTILE TAKE-OVER shall mean:

                  (i) the acquisition, directly or indirectly, by any person or
         related group of persons (other than the Corporation or a person that
         directly or indirectly controls, is controlled by, or is under common
         control with, the Corporation) of beneficial ownership (within the
         meaning of Rule 13d-3 of the 1934 Act) of securities possessing more
         than fifty percent (50%) of the total combined voting power of the
         Corporation's outstanding securities pursuant to a tender or exchange
         offer made directly to the Corporation's stockholders which the Board
         does not recommend such stockholders to accept, or

                  (ii) a change in the composition of the Board over a period of
         thirty-six (36) consecutive months or less such that a majority of the
         Board members ceases, by reason of one or more contested elections for
         Board membership, to be




                                       A-2
<PAGE>

         comprised of individuals who either (A) have been Board members
         continuously since the beginning of such period or (B) have
         been elected or nominated for election as Board members during such
         period by at least a majority of the Board members described in clause
         (A) who were still in office at the time the Board approved such
         election or nomination.

         M. INCENTIVE OPTION shall mean an option which satisfies the
requirements of Code Section 422.

         N. INVOLUNTARY TERMINATION shall mean the termination of the Service of
any individual which occurs by reason of:

                  (i) such individual's involuntary dismissal or discharge by
         the Corporation for reasons other than Misconduct, or

                  (ii) such individual's voluntary resignation following (A) a
         change in his or her position with the Corporation or Parent or
         Subsidiary employing the individual which materially reduces his or her
         duties and responsibilities or the level of management to which he or
         she reports, (B) a reduction in his or her level of compensation
         (including base salary, fringe benefits and target bonus under any
         corporate-performance based bonus or incentive programs) by more than
         fifteen percent (15%) or (C) a relocation of such individual's place of
         employment by more than fifty (50) miles, provided and only if such
         change, reduction or relocation is effected by the Corporation without
         the individual's consent.

         O. MISCONDUCT shall mean the commission of any act of fraud,
embezzlement or dishonesty by the Optionee or Participant, any unauthorized use
or disclosure by such person of confidential information or trade secrets of the
Corporation (or any Parent or Subsidiary), or any intentional wrongdoing by such
person, whether by omission or commission, which adversely affects the business
or affairs of the Corporation (or any Parent or Subsidiary) in a material
manner. This shall not limit the grounds for the dismissal or discharge of any
person in the Service of the Corporation (or any Parent or Subsidiary).

         P. 1934 ACT shall mean the Securities Exchange Act of 1934, as amended.

         Q. NON-STATUTORY OPTION shall mean an option not intended to satisfy
the requirements of Code Section 422.

         R. OPTION SURRENDER VALUE shall mean the Fair Market Value per share of
Common Stock on the date the option is surrendered to the Corporation or, in the
event of a Hostile Take-Over, effected through a tender offer, the highest
reported price per share of Common Stock paid by the tender offeror in effecting
such Hostile Take-Over, if greater. However, if the surrendered option is an
Incentive Option, the Option Surrender Value shall not exceed the Fair Market
Value per share.

         S. OPTIONEE shall mean any person to whom an option is granted under
the Discretionary Option Grant Program.



                                       A-3
<PAGE>

         T. PARENT shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

         U. PARTICIPANT shall mean any person who is issued shares of Common
Stock under the Stock Issuance Program.

         V. PLAN shall mean the Corporation's 2000 Stock Incentive Plan, as set
forth in this document.

         W. PLAN EFFECTIVE DATE shall mean February 21, 2000, the date on
which the Plan was adopted by the Board.

         X. SECTION 12 REGISTRATION DATE shall mean the date on which the Common
Stock is first registered under Section 12(g) of the 1934 Act.

         Y. SERVICE shall mean the performance of services for the Corporation
(or any Parent or Subsidiary) by a person in the capacity of an Employee, a
non-employee member of the board of directors or a consultant or independent
advisor, except to the extent otherwise specifically provided in the documents
evidencing the option grant or stock issuance.

         Z. STOCK EXCHANGE shall mean either the American Stock Exchange or the
New York Stock Exchange.

         AA. STOCK ISSUANCE PROGRAM shall mean the stock issuance program in
effect under the Plan.

         BB. SUBSIDIARY shall mean any corporation (other than the Corporation)
in an unbroken chain of corporations beginning with the Corporation, provided
each corporation (other than the last corporation) in the unbroken chain owns,
at the time of the determination, stock possessing fifty percent (50%) or more
of the total combined voting power of all classes of stock in one of the other
corporations in such chain.

         CC. 10% STOCKHOLDER shall mean the owner of stock (as determined under
Code Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or any Parent
or Subsidiary).

         DD. WITHHOLDING TAXES shall mean the Federal, state and local income
and employment withholding tax liabilities to which the holder of Non-Statutory
Options or unvested shares of Common Stock may become subject in connection with
the exercise of those options or the vesting of those shares.



                                       A-4

Source: OneCLE Business Contracts.